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Freedom251 › Blog › Bitcoin mining

What to Check Before Buying a Bitcoin Mining Company’s Debt or Shares

By Freedom251 Team · · 10 min read

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Before buying a Bitcoin miner’s bond, note, preferred security or common stock, identify the exact issuer and instrument, then test whether its power contracts, machines and balance sheet can withstand lower Bitcoin prices and higher network difficulty. Debt and equity are not interchangeable: debt depends on legally enforceable payment and collateral protections, while shares receive whatever value remains after creditors and operating obligations are paid.

The analysis must use the candidate’s current audited statements, quarterly filings and security documents. Industry figures are not automatically comparable: companies use different definitions for hashrate, energy cost, hosted capacity, Bitcoin holdings and “cost to mine.”

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Start with the exact security, not the ticker

A ticker can represent several claims on the same business. Record the legal issuer, security class or debt series, exchange or offering venue, reporting jurisdiction and governing law. For a debt investment, obtain the indenture, note purchase agreement, security agreement and every amendment. For an equity investment, determine whether you are buying common or preferred shares and record voting rights, conversion terms, liquidation preferences, warrants and other attached rights.

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Do not infer the terms of a particular bond from a filing that merely says the company raised debt. Likewise, an announcement of an equity offering does not describe every outstanding option, warrant, convertible or at-the-market program.

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Questions to answer from the instrument documents

  • When are principal and interest due, and is there scheduled amortization or a maturity wall?
  • Is interest fixed or floating, paid in cash or capable of accruing in kind?
  • Which assets secure the claim, and are liens first-priority, second-priority or shared with other creditors?
  • Which subsidiaries guarantee the obligation, and are valuable mining sites or contracts outside the guarantee group?
  • What covenants limit additional debt, liens, dividends, asset sales, restricted payments or related-party transactions?
  • What constitutes an event of default, what cure periods apply, and do cross-default provisions link this security to other borrowings?
  • What happens after a change of control, refinancing failure or asset sale?

Map obligations at the parent and each operating subsidiary. A lender at a holding company can be structurally junior to creditors owed by a mining subsidiary, even when both are described as “senior” in marketing materials.

Check reporting quality and near-term liquidity

Read the latest audited annual report and every subsequent quarterly filing. Reconcile the balance sheet to the cash-flow statement and footnotes rather than relying on a presentation slide.

Build a liquidity bridge

  1. Start with unrestricted cash and separately list restricted cash.
  2. Subtract debt principal and interest due over the next 12, 24 and 36 months.
  3. Include equipment purchases, site construction, maintenance capex, hosting deposits, working-capital needs and any collateral that must be posted.
  4. Add genuinely available revolver capacity, identifying borrowing-base limits, covenants and expiration dates.
  5. Compare the resulting liquidity with management’s stated expansion plan and a downside operating case.

Inspect the auditor’s opinion, material-weakness disclosures, going-concern language, litigation, contingent obligations, related-party transactions and subsequent events. A company can report positive adjusted earnings while consuming cash on miner purchases, interest, deposits or working capital.

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Reconcile Bitcoin held, pledged or loaned, and determine whether custody arrangements permit a lender or counterparty to seize it. Separate operating cash flow from proceeds of asset sales, financing and Bitcoin disposals. A broad industry discussion cannot establish a target issuer’s current liquidity; only its current filings and security documents can do that.

Reconstruct the electricity economics site by site

Electricity is often the largest variable cost in proof-of-work mining. MARA Holdings’ 2025 Form 10-K states that energy cost is the most significant cost driver and reports an average direct energy price of $0.04 per kWh for its owned facilities in both fiscal 2025 and 2024. Those are MARA’s figures for those periods, not a sector average. The same filing says energy prices vary by location and can change hour to hour.

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MARA also reports that energy represented 38.5% of owned mining revenue in the year ended December 31, 2025, compared with 40.8% in 2024; the percentage excludes energy costs at third-party hosted sites. The issuer’s exact statement is: “Energy cost is the most significant cost driver for Bitcoin mining and represented 38.5% and 40.8%, as a percentage of our owned mining revenues for the years ended December 31, 2025 and 2024, respectively.” This is an official company filing statement, not a quote from an executive.

What to extract from each power contract

  • Ownership model: distinguish company-owned facilities from hosted capacity where another operator controls the site or power purchase.
  • Price formula: identify fixed, indexed, wholesale or pass-through pricing, plus transmission, capacity, demand and other charges.
  • Term and termination: record expiry dates, renewal rights, minimum-volume commitments, take-or-pay provisions and termination penalties.
  • Curtailment: determine when the operator may shut miners, whether it receives demand-response or curtailment payments, and whether those payments are recurring or event-dependent.
  • Counterparty and grid risk: assess the utility, power seller, interconnection, congestion and reliability history.
  • Physical constraints: check cooling, water availability, extreme-weather exposure, permitting and environmental limits.

Riot Platforms’ filings emphasize the operational importance of cooling and water access. A low quoted energy rate is not attractive if heat, water restrictions or grid interruptions keep machines offline. Compare the contract’s delivered cost and expected uptime, not just the headline cents-per-kilowatt-hour.

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Measure usable hashrate and machine efficiency

Headline hashrate can conceal the difference between capacity that is merely ordered, energized, deployed and actually operating. Require a dated reconciliation of all four categories and ask when each tranche becomes commercially usable.

MARA reported 66.4 EH/s of energized hashrate and miner efficiency of 18.6 joules per terahash as of December 31, 2025. These company-reported figures are useful examples of the metrics to request, but they are not directly comparable with a peer’s number unless the definition, measurement date and operating perimeter match.

Operating checks

  • Compare joules per terahash and the age distribution of the fleet, not only total EH/s.
  • Review maintenance records, warranty coverage, failure rates and expected replacement dates.
  • Separate delivered machines from those awaiting installation, energization or commissioning.
  • Measure uptime and curtailment by site and season.
  • Check pool fees, payout methodology, reward-allocation controls and any history of pool disruption.
  • Test whether planned capacity requires additional transformers, buildings, cooling or transmission work.

Riot’s disclosures discuss pool payout rules, disruption risk and the possibility of inaccurate reward allocation. A miner’s own hashrate does not determine revenue by itself: the aggregate network hashrate, difficulty, pool terms, fees and the company’s actual availability all matter.

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Model Bitcoin price, network growth and reward changes

Build a range rather than a single break-even price. At minimum, vary Bitcoin’s market price, network hashrate or difficulty, transaction-fee contribution, block-reward level, power price, uptime and fleet efficiency. Include miner replacement, site expansion, interest and principal payments.

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Core revenue calculation

Start with expected Bitcoin earned from the company’s operating hashrate relative to the network, then apply the pool’s payout rules and fees. Convert production to cash using several Bitcoin prices. Model retained coins separately from coins sold because a balance-sheet gain does not pay a power bill unless the coins are monetized.

Subtract direct electricity, hosting, labor, repairs, insurance, property costs, corporate overhead, cash interest, taxes, maintenance capex and growth capex. Run a case in which difficulty rises while Bitcoin’s price is flat, and another in which both price and rewards fall. There is no universal break-even price: it depends on the issuer’s contracts, machine fleet, financing and accounting perimeter.

Reward and network risks

  • Higher network hashrate or difficulty reduces the Bitcoin share earned by a fixed fleet.
  • Lower block rewards reduce production even if machines and power costs are unchanged.
  • Transaction fees can add revenue but are volatile and should not be treated as a permanent subsidy.
  • Pool outages or allocation errors can interrupt or reduce payouts.
  • Curtailment can lower production while generating a separate payment; model both streams and their conditions.

Separate mining operations from Bitcoin holdings and other businesses

Read the digital-asset footnotes. Identify how many Bitcoin are held, pledged or loaned; who has custody; whether coins are sold to fund operations; and how price movements flow through revenue, earnings and equity. Distinguish mined Bitcoin from coins acquired with financing or retained from prior periods.

MARA reports material Bitcoin holdings and price sensitivity. Core Scientific’s fiscal 2024 disclosures describe how Bitcoin-price movements affect revenue and reported results. Those company-specific exposures cannot be transferred to another issuer without recalculating its holdings, sale policy and accounting.

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Value non-mining activities separately. Hosting, high-performance-computing or other data-center businesses may have different contracts, margins and capital requirements. Enterprise value should be reconciled to operating assets, debt, cash, Bitcoin and other digital assets rather than inferred from revenue or hashrate growth.

Analyze debt as a downside claim

Debt is safer only to the extent that legally enforceable claims and cash-generating assets cover payments in a downside scenario. Read the actual note or bond documents, not just the issuer’s capital-raising announcement.

Debt checklist

  • Maturity: chart every maturity and amortization date; identify refinancing concentrations.
  • Interest: calculate cash interest under current and stressed floating rates, and include any payment-in-kind accrual.
  • Security: list pledged miners, Bitcoin, real estate, accounts and contracts, and verify lien priority.
  • Guarantees: identify guarantors, excluded subsidiaries and release conditions.
  • Covenants: test leverage, fixed-charge coverage, additional-debt, lien, restricted-payment and asset-sale baskets.
  • Defaults: review payment, covenant, insolvency, judgment and cross-default triggers, plus cure rights.
  • Collateral value: estimate liquidation value of older miners and digital assets rather than using book value.

TeraWulf’s 2025 filing confirms corporate-level debt as a funding source and reports power costs equal to 52.9% of the total value of Bitcoin mined for fiscal 2025. That percentage uses TeraWulf’s definitions and period; it is not a benchmark for another borrower. Ask whether downside operating cash flow covers interest, principal, maintenance investment and required collateral without assuming a favorable Bitcoin sale price.

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Analyze shares, dilution and per-share value

For equity, reconcile basic and diluted shares. Include options, warrants, convertibles, employee awards, authorized but unissued shares, at-the-market capacity and acquisition consideration. Estimate the shares that could be issued to fund machines, sites, debt repayment or working capital.

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Do not equate higher revenue or hashrate with value creation per share. A growth plan can increase total capacity while requiring repeated equity issuance, expensive debt or cash spending before new sites produce revenue. Review operating cash flow, capital expenditures and the timing of commissioning against the funding plan.

For preferred shares, analyze liquidation preference, cumulative dividends, conversion rights and voting protections before comparing them with common stock. For common shares, determine how much enterprise value remains after debt, leases, preferred claims and other senior obligations, then value Bitcoin and non-mining assets separately.

Use consistent comparison axes

When comparing two candidate securities, align periods, definitions and accounting boundaries first. A practical comparison looks like this:

Axis Debt security Equity security Evidence to collect
Claim Contractual interest and principal, subject to ranking and default risk Residual ownership after all senior claims Indenture, charter, preferred terms and capital structure
Protection or dilution Collateral, guarantees and covenants Voting, conversion and potential share issuance Security agreements, covenant baskets, options, warrants and convertibles
Operating exposure Ability to service debt in downside cash flows Operating value after debt and future funding Power contracts, uptime, hashrate, efficiency and capex plan
Liquidity risk Maturity wall, refinancing and floating-rate exposure Cash burn and need for new equity or debt Debt schedule, cash flow statement and committed facilities
Digital assets Whether Bitcoin is pledged and available to creditors Ownership, custody, sale policy and per-share exposure Digital-asset footnotes and lien documents
Valuation Yield, recovery value and covenant-adjusted default probability Enterprise value less net senior claims, divided by diluted shares Current security terms and fully diluted capitalization

A repeatable due-diligence workflow

  1. Define the candidate: record issuer, instrument, series, venue, jurisdiction, currency and settlement terms.
  2. Collect primary documents: download the latest audited annual report, subsequent quarterlies, offering memorandum, indenture, amendments and material-event filings.
  3. Reconcile the balance sheet: tie cash, restricted cash, debt, Bitcoin, pledges, working capital and capex to the footnotes and cash-flow statement.
  4. Map operations: list every owned and hosted site, power price formula, contract term, curtailment right, cooling arrangement and expected uptime.
  5. Normalize production data: align operating hashrate, efficiency, fleet age, Bitcoin produced and pool fees to the same date and definition.
  6. Run scenarios: stress Bitcoin price, difficulty, rewards, power, uptime, machine replacement and financing costs together.
  7. Test the claim: for debt, calculate interest and principal coverage plus collateral recovery; for equity, calculate diluted per-share value after required funding.
  8. Review changes: check subsequent events, new offerings, debt amendments, site outages, litigation and changes in Bitcoin custody before trading.

Red flags that require a pause

  • “Energized” capacity is presented without operating uptime or commissioning evidence.
  • Energy cost excludes hosted sites, demand charges, curtailment economics or corporate costs without a clear reconciliation.
  • Management quotes a cost per Bitcoin using a different period or accounting perimeter from the revenue figure.
  • Near-term maturities exceed unrestricted cash and committed liquidity under a conservative production case.
  • Collateral consists mainly of obsolete miners or pledged Bitcoin whose value is assumed to remain constant.
  • Growth depends on equity issuance, but diluted share counts and authorized capacity are not disclosed clearly.
  • Bitcoin holdings are described without custody, pledge, lending or sale-policy details.
  • Pool fees, reward allocation and downtime are omitted from production forecasts.
  • Auditor material weaknesses, going-concern language, related-party transactions or contingent liabilities are unexplained.

How to interpret dated issuer figures

The following figures illustrate the evidence to seek, not sector benchmarks or recommendations:

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Issuer and period Reported figure Qualification
MARA Holdings, position at December 31, 2025 66.4 EH/s energized hashrate Company-reported energized capacity; definition and date must match a peer before comparison.
MARA Holdings, position at December 31, 2025 18.6 joules per terahash Company-reported miner efficiency; fleet mix and measurement boundary matter.
MARA Holdings, fiscal year ended December 31, 2025 38.5% of owned mining revenue represented energy costs Excludes energy costs at third-party hosted sites.
MARA Holdings, fiscal years 2025 and 2024 $0.04/kWh average direct energy price for owned facilities in each year Issuer-reported average for owned facilities, not a sector-wide or all-in price.
TeraWulf, fiscal year ended December 31, 2025 Power costs represented 52.9% of the total value of Bitcoin mined Issuer-specific definition and period; not directly comparable with MARA’s owned-revenue percentage.

Know what the filings cannot tell you by themselves

Annual reports from MARA, Riot Platforms and TeraWulf for fiscal 2025, and Core Scientific’s fiscal 2024 report, provide examples of risk disclosures and operating measures. Newer quarterly reports, amendments, debt documents and subsequent events may change every relevant number. A general checklist cannot establish a current security price, covenant interpretation, issuer-specific valuation or purchase recommendation.

The appropriate conclusion is conditional: buy only after the exact instrument’s legal priority, the miner’s normalized cash economics and the downside funding requirement are clear. If any of those three cannot be verified from current primary documents, the unanswered risk is part of the investment—not a detail to fill in later.

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