8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2023 (May 10, 2023)

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33675	84-1553387
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	RIOT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 – Results of Operations and Financial Condition.

On May 10, 2023, Riot Platforms, Inc. (“Riot,” “us,” “we,” “our,” or the “Company”) issued a press release regarding Riot’s financial results for its fiscal quarter ended March 31, 2023 (“Q1 2023”), as first reported by the Company in its Quarterly Report on Form 10-Q for the same period, filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Form 10-Q”), a copy of which is available on the SEC’s website, www.sec.gov, and under the “SEC Filings – Quarterly Reports” tab on the “Investors” page our website, www.riotplatforms.com. A copy of Riot’s press release is attached as Exhibit 99.1 hereto.

Item 7.01 – Regulation FD Disclosure.

On May 10, 2023, Riot released a quarterly update presentation, dated as of May 10, 2023, (the “Quarterly Update”) which includes an overview of management’s discussion and analysis of Riot’s financial position, business, and operations as of the end of Q1 2023. A copy of the Quarterly Update is attached hereto as Exhibit 99.2 and is also available on our website, www.riotplatforms.com, under the “Presentations” tab of the Investors page.

The information furnished pursuant to this Current Report on Form 8-K (this “Report”), including the press release and the Quarterly Update attached as Exhibits 99.1 and 99.2 hereto, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward Looking Statements

This Report, the press release attached as Exhibit 99.1 hereto, and the Quarterly Update attached as Exhibit 99.2 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, (the “PSLRA”). Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, and are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. These forward-looking statements may include, but are not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as our development and implementation of industrial scale immersion-cooled Bitcoin mining hardware and our one-gigawatt data center development outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. These statements are subject to various risks and uncertainties, both known and unknown, which could cause the Company’s actual results to differ, perhaps materially, from management’s current expectations or the Company’s historical performance. Such risks and uncertainties include, without limitation, risks related to: our estimates of bitcoin mining production; our future hash rate growth and global hash rate growth; the anticipated benefits of our immersion-cooling hardware; our ability to successfully deploy the new bitcoin mining computers we acquire; the timely completion and energization of our bitcoin mining infrastructure the success, timing and cost of integration of acquired businesses; and macroeconomic, political, and/or environmental events. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Report, the press release, and the Quarterly Update, may be found in the Registrant’s filings with the SEC, including in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, as well under similar headings and titles in in our Current Reports on Form 8-K and the other filings we make with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Report, the press release, and in the Quarterly Update, and in the other documents we file with the SEC, are made only as of the date of this Report and, as applicable, the date of the other documents we file with the SEC. Riot disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by law. Persons reading this Report, the press release, the Quarterly Update,

and the other documents we file with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

99.1Press release of Riot Platforms, Inc., dated as of May 10, 2023.

99.2Riot Platforms, Inc. Quarterly Update, dated as of May 10, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RIOT PLATFORMS, INC.
By:	/s/ Colin Yee
Name:	Colin Yee
Title:	Chief Financial Officer

Date: May 10, 2023

EX-99.1

Exhibit 99.1

RIOT PLATFORMS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS, CURRENT OPERATIONAL AND FINANCIAL HIGHLIGHTS

Riot Reports $73.2 Million in Total Revenue, and New All-Time Records in 2,115 Bitcoin Produced and Hash Rate Capacity of 10.5 EH/s

CASTLE ROCK, Colo., May 10, 2023 (GLOBE NEWSWIRE) -- Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an industry leader in Bitcoin (“BTC”) mining and data center hosting, reported financial results for the three-month period ended March 31, 2023. The unaudited financial statements are available on Riot’s website and here.

“Riot achieved a number of important milestones and records during the first quarter of 2023,” said Jason Les, CEO of Riot. “In spite of damage to our immersion Buildings F and G during severe winter storms in Texas in late 2022, we successfully reached new all-time highs for miner deployment, total hash rate capacity, and monthly Bitcoin production. Our teams are also nearing completion of the final buildout and deployment of miners at our Rockdale Facility and have been working to further enhance operating efficiency.

“Riot’s vertically integrated strategy has once again positioned us during this quarter as an industry leader in low-cost, large-scale Bitcoin mining, and I continue to be excited to work with our team to achieve Riot’s vision of becoming the leading Bitcoin-driven infrastructure platform.”

First Quarter 2023 Financial and Operational Highlights

Key financial and operational highlights for the first quarter include:

· Total revenue of $73.2 million for the three-month period ended March 31, 2023, as compared to $79.8 million for the same three-month period in 2022.  The decrease was primarily driven by lower Bitcoin prices, which averaged $22,704 for the three-month period ended March 31, 2023, a decrease of 44% as compared to $41,241 for the three-month period ended March 31, 2022.  The decrease in Bitcoin price was offset by a 51% increase in Bitcoin mined during the same three-month period in 2022.

· Produced 2,115 Bitcoin during the three-month period ended March 31, 2023, as compared to 1,405 Bitcoin during the same three-month period in 2022. Higher Bitcoin production was driven by a significant increase in miners deployed year over year.

· The average cost to mine Bitcoin for the three-month period ended March 31, 2023 was $10,354 per Bitcoin, as compared to $13,590 per Bitcoin for the same three-month period of 2022.

· Earned $3.1 million in power curtailment credits for the three-month period ended March 31, 2023, as compared to $2.6 million in power curtailment credits earned for the same three-month period in 2022.

· Mining revenue of $48.0 million for the three-month period ended March 31, 2023, as compared to $57.9 million for the same three-month period in 2022, primarily driven by lower Bitcoin prices and increased curtailment driven by our power strategy to reduce overall power costs.

· Data center hosting revenue of $9.0 million for the three-month period ended March 31, 2023, as compared to $9.7 million for the same three-month period in 2022, driven by reduced customer billings as a result of lower revenue share from customers due to lower Bitcoin prices.

· Engineering revenue of $16.1 million for the three-month period ended March 31, 2023, as compared to $12.1 million for the same three-month period in 2022, primarily driven by increased demand from third-party data center and engineering customers.

· Maintained industry-leading financial position, with $253.6 million in working capital, including $158.3 million in cash on hand (and excluding an additional $29.5 million in restricted cash), and $202.0 million Bitcoin (unaudited), all of which were produced by the Company’s self-mining operations, as of March 31, 2023.

First Quarter 2023 Financial Results

Total revenue for the three-months ended March 31, 2023 was $73.2 million, and consisted of $48.0 million in Bitcoin Mining revenue, $9.0 million in Data Center Hosting revenue, and $16.1 million in Engineering revenue.

Bitcoin Mining revenue in excess of mining cost of revenues for the three-month period ended March 31, 2023 was $26.1 million (54.4% of mining revenue), as compared to $38.9 million (67.0% of mining revenue) for the same three-month period in 2022, a decrease of $12.7 million driven by lower Bitcoin prices during the quarter, and an increase in Bitcoin Mining cost of revenues, relative to the same three-month period in 2022. Bitcoin Mining cost of revenues consist primarily of direct production costs of mining operations, including electricity, labor, and insurance, but excluding depreciation and amortization. The increase in Bitcoin Mining cost of revenues for the three-months ended March 31, 2023 was primarily due to the increase in mining capacity at the Rockdale Facility, which required more headcount and direct costs necessary to maintain and support the mining operations, and an increase in the average mining difficulty of 50.4% in the quarter relative to the same three-month period in 2022.

Data Center Hosting cost in excess of revenues for the three-month period ended March 31, 2023 was $16.6 million. Data Center Hosting costs consist primarily of direct power costs, with the balance primarily incurred for compensation and rent costs. The increase in costs was primarily

attributable to the significant increase in capacity at our Rockdale Facility associated with our long-term expansion project.

Engineering revenue in excess of engineering cost of revenue for the year three-month period ended March 31, 2023 was $0.6 million. Engineering cost of revenue consists primarily of direct materials and labor, as well as indirect manufacturing costs, and the increase in costs was primarily tied to the increase in revenue from higher demand for our products from third-party data center customers.

Power curtailment credits received, based on ancillary services fees earned from our participation in ERCOT’s demand response programs and our ability under long-term power agreements to sell power back to the ERCOT grid at market-driven spot prices and thereby reduce our operating costs, totaled approximately $3.1 million for the three-months ended March 31, 2023, as compared to $2.6 million during the same three-month period in 2022, and equate to approximately 137 Bitcoin as computed by using average daily closing Bitcoin prices on a monthly basis.

If power credits were directly allocated between Bitcoin Mining cost of revenues and Data Center Hosting cost of revenues based on proportional power consumption, Bitcoin Mining cost of revenues would have decreased by $1.9 million, increasing Bitcoin Mining revenue in excess of cost of revenues to $28.1 million (58.4% of mining revenue) on a non-GAAP basis, while Data Center Hosting cost of revenues would have decreased by $1.1 million, reducing Data Center Hosting cost in excess of revenues to $(15.5) million on a non-GAAP basis.

Selling, general and administrative expenses during the three-month period ended March 31, 2023 totaled $12.7 million, an increase of $1.8 million relative to the same period in 2022. The increase was primarily related to increases in compensation expenses of $2.8 million as a result of hiring additional employees to support the Company’s ongoing growth, professional fees of $2.0 million primarily related to public company compliance and IT projects, legal fees, and an increase in other general operating costs to support the Company’s growth, offset by a decrease in stock compensation of $5.3 million due to forfeiture of restricted common stock awards.

Net loss for the three-month period ended March 31, 2023 was $(55.7) million, or $(0.33) per share, compared to net income of $36.6 million, or $0.31 per share in the same period of 2022. The net loss for the quarter included non-cash stock-based compensation of $2.2 million, depreciation and amortization of $59.3 million, and non-cash charges of $4.5 million related to impairment of our Bitcoin.

Non-GAAP Adjusted EBITDA for the three-month period ended March 31, 2023 was $7.5 million, as compared to Non-GAAP Adjusted EBITDA of $12.7 million for the same three-month period in 2022.

First Quarter 2023 and Recent Operational Highlights

· As of April 30, 2023, the Company had a deployed fleet of 94,176 miners and achieved an all-time record hash rate capacity of 10.5 EH/s (which excludes 17,040 miners currently offline in Building G).

· Ended the month of April with 800 miners staged for deployment. Upon deployment of the staged miners, the Company expects to have a total of 94,976 miners deployed with a hash rate capacity of approximately 10.6 EH/s.

· Continued the ongoing 400 megawatt (“MW”) expansion at our Rockdale Facility, which is expected to be fully completed in Q2 2023. In Building D, the installation of water-cooling pads has been completed, while in Building E, the evaporative water wall system framing has been installed.

Hash Rate Growth

As previously disclosed, severe winter storms in Texas in late December caused damage to Buildings F and G at our Rockdale Facility, which has led to a delay in our previously stated goal of achieving 12.5 EH/s in total self-mining hash rate capacity in Q1 2023.

Building F has since been brought back online and based on the ongoing repair to Building G, we now anticipate achieving our 12.5 EH/s hash rate capacity target in the second half of 2023.

ATM Offering

In March 2022, the Company entered into an ATM sales agreement under which it could offer and sell up to $500.0 million in shares of the Company’s common stock. Subsequent to March 31, 2023, the Company received net proceeds of approximately $95.7 million ($97.7 million of gross proceeds, net of $2.0 million in commissions and expenses), from the sale of 7,871,700 shares of common stock at a weighted average price of $12.41 per share.

About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks and communities that we touch.  We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining data center operations in central Texas, Bitcoin mining

operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

For more information, visit www.riotplatforms.com.

Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,”“believes,”“plans,”“expects,”“intends,”“will,”“potential,”“hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; our ability to successfully deploy new miners; M.W. capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

For further information, please contact:

Investor Contact:Phil McPhersonIR@Riot.Inc

303-794-2000 ext. 110

Media Contact:Alexis Brock303-794-2000 ext. 118PR@Riot.Inc

Non-U.S. GAAP Measures of Financial Performance

In addition to financial measures presented under generally accepted accounting principles in the United States of America (“GAAP”), we consistently evaluate our use of and calculation of the non-GAAP financial measures, “Adjusted EBITDA” and Adjusted earnings per share (“Adjusted EPS”). EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as EBITDA, adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance measurement that represents a key indicator of the Company’s core business operations of Bitcoin mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items. We exclude impairments and gains or losses on sales or exchanges of Bitcoin from our calculation of Adjusted EBITDA for all periods presented.

Adjusted EPS is a financial measure defined as Adjusted EBITDA divided by our diluted weighted-average shares outstanding.

We believe Adjusted EBITDA and Adjusted EPS can be important financial measures because they allow management, investors, and our board of directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making such adjustments.

Adjusted EBITDA and Adjusted EPS are provided in addition to, and should not be considered to be a substitute for, or superior to, net income, the most comparable measure under GAAP for Adjusted EBITDA, and to diluted net income (loss) per share, the most comparable measure under GAAP for Adjusted EPS. Further, Adjusted EBITDA and Adjusted EPS should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow

from operating activities as a measure of our liquidity. Adjusted EBITDA and Adjusted EPS have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.

The following table reconciles Adjusted EBITDA to Net income (loss), the most comparable GAAP financial metric:

	Three Months Ended
	March 31,
	2023		2022
Net income (loss)	$	(55,688)	$	36,578
Interest (income) expense		3,830		357
Income tax expense (benefit)		(4,969)		312
Depreciation and amortization		59,340		14,245
EBITDA		2,513		51,492
Adjustments:
Non-cash/non-recurring operating expenses:
Stock-based compensation expense		(2,296)		3,042
Acquisition-related costs		—		78
Change in fair value of derivative asset		5,778		(43,683)
Change in fair value of contingent consideration		—		176
Unrealized (gain) loss on marketable equity securities		—		1,611
Casualty-related charges (recoveries), net		1,526		—
Other revenue, (income) expense items:
License fees		(24)		(24)
Adjusted EBITDA	$	7,497	$	12,692

The following table reconciles Adjusted EPS to Diluted net income (loss) per share, the most comparable GAAP financial metric:

	Three Months Ended
	March 31,
	2023		2022
Diluted net income (loss) per share	$	(0.33)	$	0.31
Interest (income) expense		0.02		—
Income tax expense (benefit)		(0.03)		—
Depreciation and amortization		0.35		0.12
EBITDA		0.01		0.43
Adjustments, per share:
Non-cash/non-recurring operating expense:
Stock-based compensation expense		(0.01)		0.03
Acquisition-related costs		—		—
Change in fair value of derivative asset		0.03		(0.37)
Change in fair value of contingent consideration		—		—
Unrealized (gain) loss on marketable equity securities		—		0.01
Casualty-related charges (recoveries), net		0.01		—
Other revenue, (income) expense items:
License fees		—		—
Adjusted EPS	$	0.04	$	0.10
Diluted weighted average number of shares outstanding		167,342,500		117,042,347

In addition to the non-GAAP financial measures of Adjusted EBITDA and Adjusted EPS described above, we believe “Bitcoin Mining revenue in excess of cost of revenues, net of power curtailment credits”, “Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits”, “Cost of revenues – Bitcoin Mining, net of power curtailment credits” and “Cost of revenues – Data Center Hosting, net of power curtailment credits” are additional performance measurements that represent a key indicator of the Company’s core business operations of both Bitcoin mining and Data Center Hosting.

We believe our ability to offer power back to the grid at market-driven spot prices, thereby reducing our operating costs, is integral to our overall strategy, specifically our power management strategy and our commitment to supporting the ERCOT grid. While participation in various grid demand response programs may impact our Bitcoin production, we view this as an important part of our partnership-driven approach with ERCOT and our commitment to being a good corporate citizen in our communities.

We also believe netting the power sales against our costs can be an important financial measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including our operating efficiencies, from period-to-period by making such adjustments. We have allocated the benefit of the power sales to our Data Center Hosting and Bitcoin Mining segments based on their proportional power consumption during the periods presented.

Bitcoin Mining revenue in excess of cost of revenues, net of power curtailment credits, Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits, Cost of revenues – Bitcoin Mining, net of power curtailment credits and Cost of revenues – Data Center Hosting, net of power curtailment credits are provided in addition to and should not be considered to be a substitute for, or superior to Revenue – Bitcoin Mining, Revenue – Data Center Hosting, Cost of revenues – Bitcoin Mining or Cost of revenues – Data Center Hosting as presented in our consolidated statements of operations.

The following table presents reconciliations of these measurements to the most comparable U.S. GAAP financial metrics:

	Three Months Ended
	March 31,
	2023			2022
Bitcoin Mining
Revenue	$	48,023		$	57,945
Cost of revenues		21,899			19,094
Power curtailment credits		(1,937)			(611)
Cost of revenues, net of power curtailment credits		19,962			18,483
Bitcoin mining revenue in excess of cost of revenues, net of power curtailment credits	$	28,061		$	39,462
Bitcoin mining revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue		58.4	%		68.1	%
Data Center Hosting
Revenue	$	9,042		$	9,694
Cost of revenues	$	25,660		$	14,985
Power curtailment credits		(1,138)			(1,941)
Cost of revenues, net of power curtailment credits		24,522			13,044
Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits	$	(15,480)		$	(3,350)
Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue		(171.2)	%		(34.6)	%
Total power curtailment credits	$	(3,075)		$	(2,552)

EX-99.2

Exhibit 99.2

Q1 2023 Quarterly Update May 10, 2023 NASDAQ: RIOT

Statements in this presentation that are not statements of historical fact are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and are not guarantees of future performance or actual results. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including potential future financial and operating results, as well as the Company’s plans, objectives, expectations, and intentions. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such signifying expressions. Because such forward-looking statements reflect management’s current expectations, assumptions and estimates of future performance and economic conditions, they are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Corsicana Facility; our expected schedule of new miner deliveries; our ability to successfully deploy new miners; MW capacity under development; risks related to our realization of the benefits we anticipate from immersion-cooling; risks related to the success, schedule, cost and difficulty of integrating businesses we acquire; our failure to realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact that COVID-19 and other global events may have on us, our customers, our suppliers, and on economic conditions in connection with our estimated timelines, future performance and operations. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. In addition to these risks and those identified by the Company’s management and disclosed in the Company’s filings with the SEC, other risks, factors and uncertainties not identified by management, or which management does not presently believe to be material to the Company, its business or prospects, may also materially affect the Company’s actual future results, including in ways adverse to the Company’s business. All forward-looking statements included in this presentation are made only as of the date of this presentation, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this presentation are cautioned not to place undue reliance on such forward-looking statements. 2 Forward Looking Statements

Riot Platforms (NASDAQ: RIOT) is the Leading Bitcoin-Driven Infrastructure Platform 94,176 miners deployed / 10.5 EH/s hash rate deployed2,3 Significant scale of operations Total revenue1 : $73 million Low-cost producer 1 2 Direct cost to produce 1 BTC1,4: $9,438/BTC Bitcoin Mining gross margin1,4: 58% Cash balance2,5: $188 million Strong financial and liquidity position 3 Bitcoin held2 : 7,094 BTC (~$202 million) Long-term debt outstanding2 : Zero 3 4. Non-GAAP, net of $1.9 million of power curtailment credits allocated to Bitcoin Mining. Direct cost to produce 1 BTC of $10,354 based on GAAP cost of Bitcoin Mining revenues, resulting in GAAP 54% Bitcoin Mining gross margin. 5. Includes $158.3 million of unrestricted cash and $29.5 million of restricted cash. 1. Three months ended March 31, 2023. 2. As of March 31, 2023. Estimated fair value based on applying the market price of one Bitcoin on March 31, 2023 of approximately $28,478 to the Company’s 7,094 Bitcoin held. 3. Excludes 17,040 miners that are offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 2,115 Bitcoin mined1 / ~23.5 Bitcoin mined/day Cost of power1,4: 4.20c/kWh

Q1 2023 Financial and Operational Results 4

Riot Platforms Q1 2023 Snapshot 5 Q1 2023 Notes Ending hash rate deployed1 10.5 EH/s ▪ 144% increase year-over-year Bitcoin produced 2,115 BTC ▪ 51% increase year-over-year Bitcoin sold 1,975 BTC ▪ $44.4 million in proceeds received (avg. price of $22,481 per BTC) Bitcoin held 7,094 BTC ▪ $202.0 million (unaudited)2 Revenue $73.2 million ▪ 22% increase quarter-over-quarter Adj. EBITDA3 $7.5 million ▪ 10% EBITDA margin Net loss / Net loss per share $(55.7) million / $(0.33) ▪ Includes $59.3 million in D&A and $4.5 million in non-cash impairment of BTC 1. Excludes 17,040 miners that are offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 2. Estimated fair value based on applying the market price of one Bitcoin on March 31, 2023 of approximately $28,478 to the Company’s 7,094 Bitcoin held. 3. Adjusted EBITDA is a non-GAAP financial measure, as described on slide 19.

6 Ending miners deployed(# of miners) Ending hash rate deployed (EH/s) Bitcoin produced (# of BTC) Bitcoin held (# of BTC) 4.3 10.5 Q1 2022 Q1 2023 +144% 6,062 7,094 Q1 2022 Q1 2023 42,919 94,176 Q1 2022 Q1 2023 +119% 1,405 2,115 Q1 2022 Q1 2023 +51% +17% 1. Excludes 17,040 miners that are offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 2. As of March 31, 2022. 3. As of March 31, 2023. 2 3 Riot Achieved All-Time Records in Miners Deployed, Hash Rate Capacity, and Bitcoin Produced in Q1 2023 2 3 2 3 2 3 ▪ New all-time records in 94,176 miners deployed and 10.5 EH/s hash rate capacity achieved at end of Q1 2023 ▪ Ending miners and hash rate deployed grew >2x year-over-year ▪ New all-time record in 2,115 Bitcoin produced in Q1 2023, with a +51% increase year-over-year ▪ Bitcoin held increased +17% to 7,094 Bitcoin year-over-year 1 1

$57.9 $46.2 $22.1 $30.7 $48.0 68% 66% 61% 39% 58% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Revenue ($ million) Gross margin (%) 7 Bitcoin Mining – Gross Margins Recovering Alongside Q1 2023 Rebound in Bitcoin Price 4.3 EH/s 4.4 EH/s 5.6 EH/s 9.7 EH/s 10.5 EH/s Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 +2% +27% +73% +8% ▪ $9.9 million decrease in revenue year-over-year in Q1 2023, primarily due to a decrease of 44% in Bitcoin price year-over-year, offset by a 51% increase in Bitcoin mined year-over-year ▪ Strong Bitcoin Mining gross margins1 recovery following drop in Q4 2022 when Bitcoin price averaged below $18,000 ▪ The Company anticipates to achieve its 12.5 EH/s hash rate capacity target in H2 2023, based on the ongoing repair to Building G 1. Non-GAAP, net of power curtailment credits allocated to Bitcoin Mining. GAAP gross margin figures of 67% in Q1’22, 61% in Q2’22, 33% in Q3’22, 26% in Q4’22, and 54% in Q1’23. 2. Excludes 17,040 miners that are offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 3. Three months ended March 31, 2023. 1 Average BTC price $41,241 $33,081 $21,184 $17,935 $22,704 # of BTC produced 1,405 1,395 1,042 1,712 2,115 66% 12% 22% Riot Revenue Breakdown – Q1 20233 Revenue / Gross Margin1 (%) 2 2 Ending Hash Rate Capacity

$(3.4) $(1.9) $1.1 $(6.4) $(15.5) (35%) (19%) 13% (71%) (171%) Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Gross profit ($ million) Gross margin (%) $9.7 $9.8 $8.4 $9.0 $9.0 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 8 Data Center Hosting – Ongoing Efforts to Resolve Legacy Contracts +1% -15% +7% +1% ▪ $0.7 million decrease in revenue year-over-year in Q1 2023, driven by reduced customer billings as a result of lower revenue share from customers due to lower BTC prices ▪ Data Center Hosting clients inherited through Whinstone acquisition under hosting agreements originally negotiated on below-market terms ▪ Hosting clients have breached the terms of hosting agreements and the Company is actively pursuing litigation ▪ We are working to protect and advance the value of our Data Center Hosting business 12% 66% 22% Riot Revenue Breakdown – Q1 20232 1 1. Non-GAAP, net of power curtailment credits allocated to Data Center Hosting. GAAP gross profit figures of $(5.3m) in Q1'22, $(5.4m) in Q2'22, $(5.9m) in Q3'22, $(8.6m) in Q4'22, and $(16.6m) in Q1'23. GAAP gross margin figures of (55%) in Q1’22, (54%) in Q2’22, (70%) in Q3’22, (95%) in Q4’22, and (184%) in Q1’23. 2. Three months ended March 31, 2023. 1 Revenue / Growth per Quarter (%) Gross Profit1 / Gross Margin1 (%)

$0.6 $1.8 $2.0 $3.5 $0.6 5% 10% 13% 17% 4% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Gross profit ($ million) Gross margin (%) $12.1 $16.9 $15.8 $20.5 $16.1 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 9 Electrical Engineering – Strong Increase in Demand from Third-Party Data Center Customers +40% -7% +29% -21% ▪ $4.0 million increase in revenue year-over-year in Q1 2023, primarily driven by increased demand from third-party Data Center Hosting developers and Engineering customers ▪ $4.0 million increase in cost of revenues year-over-year in Q1 2023, attributable to an increase in purchase of direct materials and labor associated with an increased amount of revenue, and inflationary pressures impacting labor costs 12% 66% 22% Riot Revenue Breakdown – Q1 20231 1. Three months ended March 31, 2023. Revenue / Growth per Quarter (%) Gross Profit / Gross Margin (%)

Q1 2023 Operational Highlights 10

11 1. As measured by developed capacity. Rockdale Facility – Largest Bitcoin Mining Facility in North America1 ▪ As of April 30, 2023, we had a deployed fleet of 94,176 miners with hash rate capacity of 10.5 EH/s (excluding 17,040 miners currently offline in Building G) ▪ As of April 30, 2023, 800 miners staged for deployment, upon which Riot expects to have 94,976 miners deployed with a hash rate capacity of approximately 10.6 EH/s ▪ Continued the ongoing 400 MW expansion at our Rockdale Facility, which is expected to be fully completed in Q2 2023 - In Building D, the installation of water cooling pads has been completed - In Building E, the evaporative water wall system framing has been installed ▪ Due to damage incurred to Buildings F and G during the severe winter storms in Texas in late December 2022, Riot now anticipates achieving a total self-mining hash rate capacity of 12.5 EH/s in H2 2023 Rockdale Facility – Interior of Building D

G 12 Corsicana Facility – Riot's Second Large-Scale Facility [1 GW] Capex spent as of Q1 2023 Q2-Q4 2023 capex estimate 2024 capex estimate Total phase 1 capex $70mm $333mm Corsicana Phase 1 Capex Schedule1 $182mm $81mm Aerial shot of Corsicana Facility development site 1. Phase 1 of the Corsicana Facility development is comprised of the buildout of an initial 400 MW of immersion-cooled data center infrastructure. 1

13 Q1 2023 ATM proceeds Estimated BTC sales Rockdale Facility expansion Corsicana Facility 400 MW build-out $188 million Cash balance1,2 4 1. As of March 31, 2023. 2. Includes $158.3 million of unrestricted cash and $29.5 million of restricted cash. 3. $95.7 million of net proceeds received from ATM Offering as of May 8, 2023. 4. Assumes $28,000 BTC price, and global network hash rate average for remainder of 2023 (April to December) of 375 EH/s, majority of monthly BTC production sold (net of fees), self-mining operations from the Rockdale Facility only, and Company future deployed hash rate estimates. 5. Assumes outstanding infrastructure capital expenditure and miner payments. 6. Assumes outstanding infrastructure capital expenditure only. 5 Industry-Leading Financial Strength, with Growth Plans Through Year-End 2023 Fully-Funded 6 7,094 BTC1 3

14 Riot’s vision is to be the world’s leading Bitcoin-driven infrastructure platform

Appendix 15

16 Statement of Operations (Unaudited) Three Months Ended March 31, 2023 2022 (in $ thousands) Revenue: - Bitcoin Mining $ 48,023 $ 57,945 - Data Center Hosting 9,042 9,694 - Engineering 16,147 12,124 - Other revenue 24 24 Total revenue 73,236 79,787 Costs and expenses: Cost of revenue: - Bitcoin Mining 21,899 19,094 - Data Center Hosting 25,660 14,985 - Engineering 15,563 11,549 Selling, general and administrative 12,675 10,910 Depreciation and amortization 59,340 14,245 Change in fair value of derivative asset 5,778 (43,683) Power curtailment credits (3,075) (2,552) Realized gain on sale/exchange of Bitcoin (13,775) (9,665) Impairment of Bitcoin 4,472 25,870 Other expenses 1,526 176 Total costs and expenses 130,063 40,929 Operating income (loss) (56,827) 38,858 Total other income (expense) (3,830) (1,968) Net income (loss) before taxes (60,657) 36,890 Total income tax benefit (expense) 4,969 (312) Net income (loss) $ (55,688) $ 36,578 Basic and diluted net income (loss) per share $ (0.33) $ 0.31 Basic and diluted weighted average number of shares outstanding 167,342,500 117,042,347 Restatement of Previously Issued Financial Statements: The Company determined, during the preparation of its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), that its former method of calculating impairment charges to its Bitcoin assets, on a daily basis using a spot price at a standard cutoff time, was not in compliance with FASB ASC 350-30-35-19, which the Company determined effectively requires such calculations to be made on a daily basis based on the intraday low price of Bitcoin. Updating of the Company’s historical calculations resulted in material changes to its consolidated financial statements and results of operations as of March 31, 2022. Accordingly, the Company restated its previously issued consolidated financial statements for such period, as described in detail in Notes 2 and 23 to the Company’s 2022 Form 10-K.

As of March 31, As of December 31, 2023 2022 (in $ thousands) 17 Balance Sheet (Unaudited) Assets: Current assets: Cash and cash equivalents $ 158,272 $ 230,328 Restricted cash 29,498 - Accounts receivable, net 19,837 26,932 Costs and estimated earnings in excess of billings 13,718 19,743 Prepaid expenses and other current assets 22,233 32,661 Bitcoin 121,850 109,420 Future power credits, current portion 271 24,297 Total current assets 365,679 443,381 Property and equipment, net 717,310 692,555 Deposits 32,205 42,433 Finite-lived intangible assets, net 20,072 21,477 Derivative asset 91,719 97,497 Operating lease right-of-use assets 21,769 21,673 Future power credits, less current portion 638 638 Other long-term assets 923 310 Total assets $ 1,250,315 $ 1,319,964 Restatement of Previously Issued Financial Statements: The Company determined, during the preparation of its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), that its former method of calculating impairment charges to its Bitcoin assets, on a daily basis using a spot price at a standard cutoff time, was not in compliance with FASB ASC 350-30-35-19, which the Company determined effectively requires such calculations to be made on a daily basis based on the intraday low price of Bitcoin. Updating of the Company’s historical calculations resulted in material changes to its consolidated financial statements and results of operations as of December 31, 2022. Accordingly, the Company restated its previously issued consolidated financial statements for such period, as described in detail in Notes 2 and 23 to the Company’s 2022 Form 10-K.

18 Balance Sheet (Unaudited) Liabilities and stockholder's equity: Current liabilities: Accounts payable 19,685 18,445 Billings in excess of costs and estimated earnings 5,345 8,446 Accrued expenses 82,666 65,464 Deferred revenue, current portion 2,776 2,882 Contingent consideration liability - future power credits, current portion 271 24,297 Operating lease liability, current portion 1,323 2,009 Total current liabilities 112,066 121,543 Deferred revenue, less current portion 17,365 17,869 Operating lease liability, less current portion 20,997 20,242 Contingent consideration liability - future power credits, less current portion 638 638 Other long-term liabilities 7,104 8,230 Total liabilities $ 158,170 $ 168,522 Stockholders' equity: Preferred stock, no par value, 15,000,000 shares authorized: - - - - 1,904,175 1,907,784 Accumulated deficit (812,030) (756,342) Total stockholder's equity 1,092,145 1,151,442 Total liabilities and stockholders' equity $ 1,250,315 $ 1,319,964 2% Series A Convertible Preferred stock; 2,000,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022 0% Series B Convertible Preferred stock; 1,750,001 shared authorized; no shares issed and outstanding as of March 31, 2023 and December 31, 2022 Common stock, no par value; 340,000,000 shares authorized; 166,966,763 and 167,751,112 shares issued and outstanding as of March 31, 2023 and December 31, 2022, As of March 31, As of December 31, 2023 2022 (in $ thousands) Restatement of Previously Issued Financial Statements: The Company determined, during the preparation of its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), that its former method of calculating impairment charges to its Bitcoin assets, on a daily basis using a spot price at a standard cutoff time, was not in compliance with FASB ASC 350-30-35-19, which the Company determined effectively requires such calculations to be made on a daily basis based on the intraday low price of Bitcoin. Updating of the Company’s historical calculations resulted in material changes to its consolidated financial statements and results of operations as of December 31, 2022. Accordingly, the Company restated its previously issued consolidated financial statements for such period, as described in detail in Notes 2 and 23 to the Company’s 2022 Form 10-K.

19 Non-GAAP Adjusted EBITDA (Unaudited) * Indicates Non-GAAP measure. We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA includes impairment of Bitcoin charges. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superi or to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 25, under Item 2, “Management’s Discussion & Analysis” in our March 31, 2023 Form 10-Q. Three Months Ended March 31, 2023 2022 (in $ thousands) Net income (loss) $ (55,688) $ 36,578 Interest (income) expense 3,830 357 Income tax expense (benefit) (4,969) 312 Depreciation and amortization 59,340 14,245 EBITDA 2,513 51,492 Non-cash/non-recurring operating expenses adjustments: Stock-based compensation expense (2,296) 3,042 Acquisition-related costs - 78 Change in fair value of derivative asset 5,778 (43,683) Change in fair value of contingent consideration - 176 Unrealized (gain) loss on marketable equity securities - 1,611 Casualty-related charges (recoveries), net 1,526 - Other revenue, (income) expense adjustments: License fees (24) (24) Total adjustments 4,984 (38,800) Adjusted EBITDA $ 7,497 $ 12,692

20 Non-GAAP Cost of Revenues (Unaudited) * Indicates Non-GAAP measure. We use these Non-GAAP measures to evaluate the performance of our core business operations, Bitcoin Mining and Data Center Hosting, after including the impact of our power management strategy. They are provided in addition to, and not as a substitute for, or superior to, their comparable GAAP mea sures, Revenue and Cost of Revenues. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 25, under Item 2, “Management’s Discussion & Analysis” in our March 31, 2023 Form 10-Q. Three Months Ended March 31, 2023 2022 (in $ thousands) Bitcoin Mining Revenue $ 48,023 $ 57,945 Cost of revenues 21,899 19,094 Power curtailment credits (1,937) (611) Cost of revenues, net of power curtailment credits 19,962 18,483 Bitcoin Mining revenue in excess of cost of revenues, net of power curtailment credits $ 28,061 $ 39,462 58.4% 68.1% Data Center Hosting Revenue $ 9,042 $ 9,694 Cost of revenues 25,660 14,985 Power curtailment credits (1,138) (1,941) Cost of revenues, net of power curtailment credits 24,522 13,044 Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits $ (15,480) $ (3,350) (171.2)% (34.6)% Total power curtailment credits $ (3,075) $ (2,552) Bitcoin Mining revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue

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Document and Entity Information	May 10, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 10, 2023
Entity Registrant Name	Riot Platforms, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-33675
Entity Tax Identification Number	84-1553387
Entity Address, Address Line One	3855 Ambrosia Street
Entity Address, Adress Line Two	Suite 301
Entity Address, City or Town	Castle Rock
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80109
City Area Code	(303)
Local Phone Number	794-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RIOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001167419
Amendment Flag	false