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): July 19, 2023 (July 13, 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 5.02 – Compensatory Arrangements of Certain Officers.

Riot Platforms, Inc. Long-Term Incentive Program and Long-Term Incentive Program Award Agreement

On July 13, 2023, the Compensation and Human Resources Committee (“Committee”) of the Board of Directors of Riot Platforms, Inc. (“Riot,” “us,” “we,” “our” or the “Company”) adopted a new Long-Term Incentive Program (the “LTIP”) for all eligible employees of the Company and its consolidated subsidiaries (“Participants”) under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the “Equity Plan”). In connection with the LTIP, the Committee also approved and adopted a form of award agreement under the LTIP (the “LTIP Award Agreement”) governing grants of equity awards made under the Equity Plan pursuant to the LTIP.

Description of LTIP Awards

The Committee adopted the LTIP to encourage long-term employee retention through service-based awards of restricted shares (or share units) of the Company’s Common Stock, no par value per share, (“Common Stock”) (each, a “Service Award”) and to further align the interests of the Company’s employees with those of its stockholders through performance-based awards of restricted shares (or share units) of Common Stock (each, a “Performance Award” and, together with the Service Award, an “LTIP Award”). Each LTIP Award will be made for a three-(3)-year term (each, an “Award Term”), and additional LTIP Awards are planned for each calendar year while the LTIP is in effect, subject to availability of sufficient shares of Common Stock reserved for issuance under the Equity Plan and the Committee’s approval.  Each LTIP Award is subject to restrictions, including on transfer, and forfeiture until vested, according to the terms of the LTIP Award Agreement to be entered into between the Company and the individual recipient (each, a “Participant”) governing such award. The final number of restricted shares (or share units) granted to each Participant pursuant to the LTIP will be determined by the Committee or its delegee, and the allocation thereof between the Service Award and the Performance Award will be set forth in the applicable LTIP Award Agreement covering each Participant’s LTIP Award. In accordance with the terms of the applicable LTIP Award Agreement, each LTIP Award is subject to restrictions, including on transfer, until vested, and any unvested restricted shares (or share units) will be automatically forfeited and returned to the Company, without consideration, upon the end of the Award Term or the earlier termination of the Participant’s service with the Company, except as otherwise agreed by the Company.

Description of Service Awards

Each Service Award includes a grant of unvested restricted shares (or share units) of Common Stock, which are eligible to vest, if at all, in three (3) approximately equal annual tranches following the grant. Each Service Award is granted subject to and contingent upon the Participant’s continued service with the Company through the applicable annual vesting dates, as specified in the applicable LTIP Award Agreement, and no proportionate vesting or credit will be given for partial service prior to the applicable vesting date.

Description of Performance Awards

Each Performance Award includes a grant of a target number of unvested restricted shares (or share units) of Common Stock (the “Target Award), which are eligible to vest, if at all, based on shareholder return on investment (“Total Shareholder Return” or “TSR”) during the three-(3)-year performance period applicable to such Performance Award (the “Performance Period”). Under the LTIP, TSR is calculated based on the percentage change in market price across the Performance Period, and the difference between the percentage change of a share of the Company’s Common Stock (the “Company TSR”) and the percentage change of the market price of an interest in the Russell 3000 Index (INDEXRUSSELL: RUA) (the “Index TSR”), is the “Relative TSR”. The Committee selected the Russell 3000 Index as the comparative measure for TSR under the LTIP based on advice from third-party compensation advisors and because the Committee believes the Russell 3000 Index (which includes the Company’s Common Stock) provides a fair competitive benchmark for the Company’s share price performance. The Committee has reserved the right to substitute the index chosen as the comparative measure to determine Relative TSR for future LTIP Awards, if the Russell 3000 Index

is no longer available or if another index is determined, by the Committee, in its sole discretion, to be a superior comparative measure.

Under the LTIP, Performance Awards are meant to reward Participants for positive Relative TSR (i.e., Company TSR overperformance against the Index TSR), and to discourage negative Relative TSR (i.e., Company TSR underperformance against the Index TSR. Accordingly, Relative TSR determines the percentage of the Target Award that becomes eligible to vest (the “Vesting Percentage”), and a higher Relative TSR results in more shares of Common Stock vesting under the Performance Award, up to the limit of 200% of the Target Award (the “Maximum Award”). As such, the Committee has adopted Vesting Percentages corresponding to each tiered change in Relative TSR (each, a “Relative TSR Hurdle”) under the LTIP, as set forth in the following table:

Relative TSR Hurdle	Vesting Percentage  (of the Target Award)
(50%) to < (40%)	0%
(40%) to < (30%)	20%
(30%) to < (20%)	40%
(20%) to < (10%)	60%
(10%) to < 0%	80%
0% to < 10%	100%	(Target Award)
10% to < 20%	140%
20% to < 25%	180%
25% and above	200%	(Maximum Award)

Each Relative TSR Hurdle represents a limit, and no proportionate vesting will apply between each Relative TSR Hurdle. For example, if the Relative TSR is computed to be 15% as of the end of the Performance Period, the corresponding Vesting Percentage would be 140%, not 120% of the Target Award.

The Committee will make a final and binding determination of the Relative TSR Hurdle achieved by the Company as of the end of the Performance Period, which will determine the final number of shares of Common Stock to vest under each Participant’s Performance Award as of the end of the Award Term. Vesting of the Performance Award will occur as of the end of the Award Term, based on the Committee’s certification, subject to and contingent upon the Participant’s continuous service with the Company through the end of the Award Term. Except as otherwise agreed by the Company, any restricted shares (or share units) remaining unvested as of (i) the end of the Award Term (based on the Relative TSR as of the end of the Performance Period certified by the Committee), or (ii) the earlier termination of the Participant’s service with the Company, will be automatically forfeited and returned to the Company without consideration.  

The foregoing description of the LTIP is subject to, and qualified in its entirety by the terms of the LTIP Award Agreements covering the LTIP Awards granted thereunder, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Grants of LTIP Awards

On July 13, 2023, following approval of the LTIP and based on it review and consultation with its independent compensation consultant, the Committee granted each Participant an LTIP Award apportioned evenly between a Service Award and a Performance Award (based on the Target Award thereunder) covering the initial three-(3)-year Award Term under the LTIP, which expires as of July 31, 2026. Each such Service Award is eligible to vest, if at all, in three (3) approximately equal annual tranches as of July 1, 2024, 2025, and 2026. Each such Performance Award is eligible to vest, if at all, based on the Committee’s determination of the Relative TSR achieved during the Performance Period of January 1, 2023, to December 31, 2025.

The following table sets forth the LTIP Awards (denominated in shares of Common Stock) granted to Company’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), and each of its other Named Executive Officers by the Committee as of July 13, 2023:

Name, Title	Service Award	(1)	Performance Award - Target Award(2)
Jason Les, Chief Executive Officer	184,820		184,820
Colin Yee EVP, Chief Financial Officer	123,231	(3)	123,321(3)
Benjamin Yi, Executive Chairman	184,820		184,820
William Jackman, EVP, General Counsel	123,231		123,321
Ryan Werner, SVP, Chief Accounting Officer	19,714		19,714

(1) Represents the total Service Award granted to the indicated Participant under the July 13, 2023 LTIP Award. The shares of Common Stock awarded thereunder are eligible to vest in three (3) approximately equal installments as of July 1, 2024, 2025, and 2026, subject and pursuant to the Participant’s continuous appointment or service with the Company through the applicable vesting dates.

(2) Represents the total Target Award specified for the indicated Participant under the July 13, 2023 LTIP Award. The final number of shares of Common Stock to vest will be determined based on the Relative TSR achieved by the Company during the Performance Period commencing January 1, 2023, and ending December 31, 2025, as well as the Participant’s continuous service with the Corporation through the end of the Award Term, July 31, 2026.

(3) LTIP Award granted as restricted stock units (“RSUs”), each of which represents a contingent right to receive one (1) share of Common Stock upon vesting and settlement by the Company in accordance with its customary compensation practices and procedures.

The foregoing description of the Service Awards and Performance Awards for the above-named executive officers is a summary and is qualified in its entirety by reference to the individual LTIP Award Agreements between the Company and the individual Participants, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Report, the exhibits attached hereto, and the documents incorporated by reference herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. 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, which 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 Exchange Act of 1934, as amended. 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 U.S. Securities and Exchange Commission (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 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 exhibits attached hereto, and the other documents incorporated by reference herein, may be

found in the Registrant’s filings with the SEC, including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well under similar headings and titles in the other filings we make with the SEC from time to time after the date of this Report, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included or incorporated by reference in this Report are made only as of the date of this Report and, as applicable, the date of the documents incorporated by reference herein, and all forward-looking statements included in, or incorporated by reference into, the other documents we file with the SEC from time to time are made only as of the date of such documents. 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 exhibits attached hereto, the documents incorporated by reference herein, 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.

10.1Form of Riot Platforms, Inc. Long-Term Incentive Program Award Agreement.

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: July 19, 2023

EX-10.1

Exhibit 10.1

Riot Platforms, Inc.

Notice of Grant of equity award

July 13, 2023

This Notice of Grant of Equity Award (this “Notice of Grant”) is to notify you, the “Participant” identified in the “Summary of Award” below, that, contingent upon your acknowledgement and acceptance of the attached Long-Term Incentive Program (“LTIP”) Award Agreement (the “Award Agreement”) by and between you and Riot Platforms, Inc., a Nevada corporation, for itself and for its consolidated subsidiaries, (collectively, the “Company”), you have been granted an unvested award of restricted shares of the common stock, no par value per share, of the Company (the “Shares”) in the amount and subject to vesting as set forth in the Award Agreement and as summarized in the Summary of Award below (the “Award”). The award evidenced by this Notice of Grant is awarded to you, subject and pursuant to the terms of the Award Agreement, by the Company under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”) a copy of which has been provided to Participant. Except as otherwise defined herein or therein, capitalized terms used in this Notice of Grant and the Award Agreement have the meanings given to them in the Plan.

Summary of Award

Participant:	(the “Participant”)
Aggregate Award:	Shares(the “Aggregate Award”)*
Award Period:	(the “Award Term”)
Grant Date:	(the “Grant Date”)
Grant Date Share Price:

Award Structure:

The Aggregate Award consists of a service-based grant of Shares (the “Service Award”) and a performance-based grant of Shares (the “Performance Award”), each of which are subject to vesting as summarized on the following pages of this Notice of Grant under the corresponding headings.

Service Award

The following Service Award is granted to you to incentivize your long-term employment and service with the Company through the Award Period and to better align your economic interests with those of the Company by granting you equity ownership in the Company.

Service Award:		Shares (the “Service Award”)
Vesting Schedule:	July 1, [ ]:	Shares vest (1/3 of Service Award)
	July 1, [ ]:	Shares vest (1/3 of Service Award)
	July 1, [ ]:	Shares vest (1/3 of Service Award)

Vesting Criteria:

* Represents the aggregate number of Shares eligible to vest under the Service Award and the Performance Award, assuming full vesting, including the maximum achievement of Performance Objectives under the Performance Award. The actual number of Shares to vest may be less than the total Aggregate Award, depending on the Relative TSR Hurdle.

The Service Award is eligible to vest in three (3) approximately equal tranches throughout the Award Term, subject to, and contingent upon, your continuous employment or service with the Company through the applicable vesting dates specified in the foregoing Vesting Schedule.

Performance Award

The following Performance Award is granted to you to reward you for your contributions to the Company’s success throughout the Performance Period specified below and to better align your economic interests with those of the Company by granting you equity ownership in the Company. The Performance Award is granted as an unvested award of restricted Shares of the Company’s common stock (the “Performance Shares”), the final number of which will be determined based on the Company’s achievement of the “Performance Objectives” during the “Performance Period” set forth below.

Performance Award:				PerformanceShares (the “Target Award”)
Performance Period:				(the “Performance Period”)
Index:	Russell 3000			(INDEXRUSSELL: RUA)
Market Prices:	$	(Index)	$		(Company)
	(20-day average closing price as of December 31, 2022)

Vesting Criteria:

The Performance Award shall be eligible to vest based on the certification by the Committee of the Company’s achievement, as of the end of the Performance Period, of the Performance Objectives set forth below, subject to, and contingent upon, Participant’s continuous employment or service with the Company through the end of the Award Term.

Performance Objectives:

Performance Shares are eligible to vest based on the return on an investment (“Total Shareholder Return” or “TSR”), during the Performance Period, of an investment in the Company’s common stock (the “Company TSR”), relative to the Total Shareholder Return of the Russell 3000 Index (the “Index TSR”), calculated based on percentage change in market price across the Performance Period (“Relative TSR”). Relative TSR is equal to the difference between the Company TSR and the Index TSR. The Performance Award is designed to reward positive Relative TSR (overperformance) and discourage negative Relative TSR (underperformance). Accordingly, as set forth in the following “TSR Vesting Table,” the percentage of the Target Award eligible to vest as of the end of the Award Period is weighted to favor Relative TSR overperformance, over Relative TSR underperformance.  

TSR Vesting Table:

Performance Awards shall be eligible to vest, as of the end of the Award Term, based on the Company’s Relative TSR as of the end of the Performance Period and the corresponding “Vesting Percentage” (of the Target Award), as set forth in the following TSR Vesting Table:

Relative TSR Hurdle			Vesting Percentage (of the Target Award)
-50%	to	-40%	0%
-40%	to	-30%	20%
-30%	to	-20%	40%
-20%	to	-10%	60%

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-10%	to	0%	80%
0%	to	10%	100%	(Target Award)
10%	to	20%	140%
20%	to	25%	180%
25%	to	and above	200%	(Maximum Award)

The Relative TSR Hurdles set forth in the TSR Vesting Table and the corresponding Vesting Percentages are limits; accordingly, the Relative TSR Hurdle shown in the foregoing TSR Vesting Table must be achieved for the corresponding Vesting Percentage to apply, and partial achievement of a Relative TSR Hurdle shall have no impact on the applicable Vesting Percentage. For example, a Relative TSR Hurdle of five percent (5%) would result in a Vesting Percentage of one hundred percent (100%). For the avoidance of doubt, no intermediate percentages between the Vesting Percentages shown on the TSR Vesting Table exist with respect to the Performance Award.

Restrictions and Vesting:

The Award (including the Service Award and Performance Award) is granted to you as additional incentive compensation for your service to the Company, and it is contingent upon your continuous service with the Company through the applicable vesting dates specified in the Award Agreement and summarized in this Notice of Grant. Until the Shares are vested, they are restricted shares of the Company’s common stock, and are subject to forfeiture and restrictions, as set forth in the Award Agreement and the Plan. Except as set forth in the Award Agreement or as otherwise agreed by the Company in writing, upon your Separation from Service with the Company, the unvested portion of the Award will automatically be cancelled and terminated, and all remaining unvested Shares granted under the Award will automatically be forfeited and returned to the Company, without any consideration therefor. For the avoidance of doubt, except as set forth in the Award Agreement or as otherwise agreed by the Company in writing, partial service, even if substantial, during the Award Term will not: (i) entitle you to any proportionate vesting of any Shares granted under the Award which remain unvested as of the effective time of your Separation from Service; or (ii) avoid or mitigate a termination of rights and benefits upon or following your Separation from Service with the Company.

See the Award Agreement for additional terms governing the Award, including specific provisions regarding vesting, forfeiture, and transfer restrictions, among others.

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Riot Platforms, Inc.

Long-Term Incentive Program Award Agreement

This Long-Term Incentive Program Award Agreement (this “Award Agreement”) is entered into, effective as of the “Grant Date” specified in the accompanying Notice of Grant attached hereto as Appendix A, which forms a part of, and is incorporated by this reference into, this Award Agreement (the “Notice of Grant”), by and between Riot Platforms, Inc. a Nevada corporation, and its consolidated subsidiaries (collectively, the “Company”), and the individual award recipient identified in accompanying Notice of Grant (the “Participant”), under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”) a copy of which has been provided to Participant.

This Award Agreement sets forth the terms and conditions of the equity incentive award granted by the Company to the Participant, as set forth in the accompanying Notice of Grant (the “Award”). The Award is granted subject and pursuant to the Plan and the Long-Term Incentive Program established by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”) as of July 13, 2023, (the “LTIP”) under the Plan. The Award is granted as conditional compensation for services by the Participant to the Company and is contingent on your continued employment or service with the Company through vesting, as described in Section 2 hereof. Unless otherwise defined in this Award Agreement, capitalized terms used herein have the meanings defined in the Plan, the terms of which are incorporated by reference herein.

Now, therefore, in consideration of the premises hereof and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant, each intending to be legally bound, hereby agree as follows:

1.Grant of Restricted Stock. Subject and pursuant to this Award Agreement and the Plan, including but not limited to the restrictions set forth under Section 4 hereof and the satisfaction of any tax obligation due with respect to any Section 83(b) Election made by the Participant with respect to the Shares (as described in Section 6.c hereof), the Company hereby grants to the Participant, as additional incentive compensation contingent on Participant’s continued service with the Company through the applicable vesting date, the Award specified in the Notice of Grant of restricted shares (the “Shares”) of the Company’s common stock, no par value per share (“Common Stock”).  As set forth on the Notice of Grant, the Award includes: (i) an unvested award of Shares of restricted stock subject to vesting based upon Participant’s continuous service with the Company through vesting (the “Service Award”); and (ii) an unvested award of Shares of restricted stock subject to vesting based upon the Company’s achievement of certain Performance Objectives during the Performance Period, as well as the Participant’s continuous service with the Company through the end of the Award Term (the “Performance Award”).

2.Vesting. Except as otherwise provided in this Award Agreement, the Plan, or other written agreement between the Company and the Participant, the terms of which expressly supersede the provisions of this Award Agreement and/or the Plan, the Shares are restricted and subject to forfeiture until vested, as set forth in this Section 2. Partial service, even if substantial, during the vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of service as provided in the Award Agreement or under the Plan, except as otherwise expressly agreed by the Company in writing. Vested Shares will be issued to the Participant in accordance with the Participant’s issuance instructions, subject to the Participant’s satisfaction of the applicable tax withholding obligations due on the issuance of such vested Shares. The Service Award and the Performance Award are eligible to vest during the “Award Term” set forth on the Notice of Grant, as follows:

a.Service Award Vesting. The Service Award and the Shares allocated thereto (the “Service Shares”) are eligible to vest and become non-forfeitable in three (3) approximately equal annual tranches in accordance with the Vesting Schedule set forth under the heading “Service Award” in the Summary of Award contained in the Notice of Grant, subject to any compensation claw-back rules under applicable law and/or Company policy. For the avoidance of doubt, the Participant’s continued employment or service with the Company through the applicable vesting dates set forth in the Vesting Schedule included on the Notice of Grant is a condition precedent to the vesting of the rights and benefits under this Award Agreement, and the Service Award and all restricted Shares allocated thereto shall remain unvested and subject to forfeiture until vested.

b. Performance Award Vesting. The Performance Award and the Shares allocated thereto (the “Performance Shares”) are eligible to vest and become non-forfeitable, as of the end of the Award Term, based upon the Company’s achievement of the Performance Objectives set forth in the Notice of Grant. The number of Performance Shares to vest under the Performance Award shall be determined based on the Relative TSR Hurdle achieved by the Company as of the end of the Performance Period (as certified by the Committee) and the Vesting Percentage corresponding to such Relative TSR Hurdle, as set forth in the TSR Vesting Table included under the heading “Performance Award” on the Notice of Grant. The Relative TSR of the Company, as certified by the Committee, shall be determined based on the difference between the Company TSR and the Index TSR (i.e., the relative percentage change in market price) across the Performance Period, calculated based on the twenty-(20)-day average closing price of the Company’s Common Stock and of the index price for the Russell 3000 Index (INDEXRUSSELL: RUA) (the “Index”) as of the beginning and end of the Performance Period. The Nasdaq Capital Market (or such other market as the Company’s securities may then be commonly traded) and The Wall Street Journal (or, if the Russell 3000 index price is no longer reported thereby, such other reputable service commonly reporting the index price of the Russell 3000 as the Committee may, in its sole discretion, select) shall be used to determine the twenty-(20)-day average closing prices for the Company’s Common Stock and the Index, respectively. As of the end of the Award Term, the Committee shall review and certify: (i) the Company TSR, the Index TSR, and the Relative TSR, each as of the end of the Performance Period; (ii) the applicable Relative TSR Hurdle; and (iii) the Vesting Percentage of the Total Award corresponding to such Relative TSR Hurdle. Based on the Committee’s certification, the Participant shall earn, if any, the number of Performance Shares corresponding to the applicable Vesting Percentage, as set forth in the Notice of Grant, subject to the satisfaction of the Withholding Tax obligations due on the issuance of such Shares. All determinations of whether Performance Objectives have been achieved, the number of Shares earned by the Participant, and all other matters related to this Section 2.b shall be made by the Committee in its sole discretion and shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

For the avoidance of doubt, the satisfaction of such Withholding Tax obligations with respect to both the Service Award and the Performance Award is, and shall be, a condition precedent to the vesting of the Shares granted under the Award; therefore, no Shares shall be earned by the Participant, or shall vest and become no longer subject to forfeiture as set forth herein, until such Withholding Tax obligations have been satisfied in full.

3.Forfeiture; Acceleration of Vesting.

a.Forfeiture of Unvested Shares. Except as otherwise agreed by the Company in writing, the Shares granted hereby are subject to forfeiture as set forth in this Section 3 until vesting. Accordingly, all Shares granted hereunder which have not vested shall be automatically forfeited and returned to the Company without payment or consideration therefor, and Participant shall have no further right, title or interest in or to such forfeited Shares, or any compensation in lieu thereof, as of the earlier of:

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(i)the end of the Award Term set forth in the Notice of Grant;

(ii)except as provided in Section 3.b below, the date the Participant’s employment, appointment or service with the Company ceases for any reason (the “Termination Date”);

(iii)upon the Participant’s breach, as determined by the Company, of any non-disclosure, non-competition, or non-solicitation restrictive covenant obligation owed to the Company; or

(iv)upon the Plan Administrator’s determination that any conduct of the Participant constitutes grounds for forfeiture under the Plan.

Upon the occurrence of a forfeiture event, the Company shall exercise its power under Section 5.a hereof to effect the return of the forfeited Shares to the Company automatically and without any additional consent or action by the Participant (or the Participant’s beneficiary or personal representative, as applicable); provided, however, the Participant (or the Participant’s beneficiary or personal representative, as applicable) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited Shares and related restricted property to the Company. Further, notwithstanding anything in the Plan or this Award Agreement to the contrary, the Company will be entitled, to the extent permitted or required by applicable law, Company policy, or the requirements of an exchange on which the Company’s securities may be listed for trading, in each case, as in effect from time to time, to effectuate a forfeiture of the Award and/or recoup compensation of whatever kind paid by the Company pursuant to the Award.

b.Acceleration Events. Notwithstanding the foregoing, if Participant’s service with the Company ceases incident to a Change in Control with respect to the Company (including if Participant terminates Participant’s appointment or service for Good Reason), then, effective as of immediately prior to such Change in Control, the following shall occur:

(i)one hundred percent (100%) of all Shares under the Service Award remaining unvested as of the Change in Control shall vest and become non-forfeitable and tradeable; and

(ii)the Performance Period specified in the Notice of Grant with respect to the Performance Award shall be truncated to end as of immediately prior to the Change in Control, the Relative TSR shall be calculated in accordance with Section 2.b hereof as of the date of such Change in Control, and the Performance Shares granted thereunder shall vest based on the Vesting Percentage resulting from such Relative TSR, according to the TSR Vesting Table set forth in the Notice of Grant.

4.Restrictions. Until vesting, the Shares are subject to the following restrictions:

a.Restrictions on Transfer; Permitted Transferees. Consistent with Section 5.7 of the Plan, the Award and all unvested Shares granted hereunder, including any interest therein, amount payable in respect thereof, or property receivable in respect thereof, may not be sold, pledged, assigned, hypothecated, transferred, gifted or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, in any manner other than by will or by the laws of descent or distribution, with the exception, at the Committee’s sole and absolute discretion, of transfers (for no consideration) to the following persons: (i) the Participant’s spouse, children, or grandchildren; (ii) one or more trusts for the benefit of the Participant’s spouse, children, or grandchildren; or (iii) a partnership, limited liability company, or other passthrough entity of which the Participant and the Participant’s spouse, children, or grandchildren are the only beneficial owners and controlling persons (collectively, the “Permitted Transferees”). No transfer of the Shares shall be effective to bind the Company unless approved in writing in advance by the Committee and the Committee shall have been furnished with (i) written notice thereof along with such evidence as the Committee may deem necessary to establish the validity of the transfer and (ii) an agreement by the transferee of such transferred Shares to comply with all the terms

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and conditions of the Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Award and Shares.

b.Restrictive Legend. Any certificate evidencing the Participant’s ownership of the Shares shall be issued to the Participant (or the permitted transferee of the Participant) bearing the following restrictive legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN, AS AMENDED, AND THE RESTRICTED STOCK AWARD AGREEMENT RELATING TO THE SHARES ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE ISSUER, RIOT BLOCKCHAIN, INC., COPIES OF WHICH ARE ON FILE IN THE OFFICES OF THE ISSUER.

c.Issuance and Escrow of Restricted Shares. Restricted Shares shall be issued to the Participant as of the Grant Date and held in electronic book-entry form with the Company (including with a third-party servicer account organized by the Company for the benefit of Plan participants, such as E*TRADE) until such time as the Shares are vested and no longer subject to forfeiture and restriction, or until they are forfeited to the Company in accordance with the terms hereof; provided, however, upon request of the Participant, the Company may, in its sole discretion, issue to the Participant a certificate representing unvested Shares, which shall bear, in addition to any legend required by applicable law, a legend substantially in the form set forth in the foregoing Section 4.b. The Participant hereby acknowledges and agrees that the Company shall hold any certificate issued for such restricted Shares in escrow in its possession until such a time as all restrictions applicable to the Shares evidenced by such certificate are satisfied in full. If the Shares are issued in certificated format, the administrative costs and risk of loss of such certificated Shares are the sole responsibility of the Participant.

d.Delivery of Shares Upon Vesting. Promptly after the vesting and the satisfaction of the Withholding Tax obligations due in connection with the vesting of the Shares (as described in Section 6.b hereof), the Company shall, as applicable, either: (i) remove the notations on any Shares issued in book entry form that have vested; or (ii) if a certificate has been issued for the Shares, cause the restrictive legend to be removed from the certificate covering such vested Shares. The Participant (or the beneficiary or personal representative of the Participant in the event of the Participant’s death or disability, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements. The Shares so delivered shall no longer be subject to forfeiture or the restrictions set forth hereunder.

Notwithstanding the foregoing, the issuance of the Shares and the removal of any restrictions thereon are subject to, and shall be carried out in compliance with, all applicable laws with respect to such securities, including, without limitation, the registration of the Shares with the Securities and Exchange Commission. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Company’s securities may then be listed. The inability of the Company to obtain the authority from any regulatory body having jurisdiction, if any, deemed by the Company’s legal counsel to be necessary to effect the lawful issuance of the Shares shall relieve the Company of any liability in respect of the Shares, including with respect to the failure to issue such Shares. As a condition to the issuance of the Shares and the removal of any restrictions thereon, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

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5.Shareholder Matters.

a.Stock Power; Power of Attorney. Concurrent with the execution and delivery of this Award Agreement, the Participant shall deliver to the Company an executed stock power in the form attached hereto as Appendix C, in blank, with respect to the restricted Shares covered by the Award. The Participant, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Award Agreement, the Company and each of its authorized representatives as the Participant’s attorney(s) in fact to effect any transfer of unvested forfeited Shares (or Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Award Agreement, including the transfer and sale of any Shares sold in connection with any net settlement for taxes permitted under the Plan, and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer.

b.Rights as a Shareholder. The Shares shall be held in electronic book entry form (including with a third-party servicer account organized by the Company for the benefit of Plan participants) or issued under a certificate bearing a restrictive legend, as set forth in Section 4.b hereof, and shall be subject to forfeiture and the restrictions set forth herein until they have vested in accordance with Section 2 above. Subject to the restrictions set forth in Section 4 hereof and the Plan, during the time the Shares are unvested, the Participant shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive dividends paid on the Shares; provided that any additional shares of Common Stock or other securities that the Participant may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares. For the avoidance of doubt, the Shares shall be subject to the restrictions set forth in Section 4 hereof and the Plan until they become vested, and, notwithstanding the Participant’s rights as a shareholder of the Company during such time as the Shares remain unvested, the Participant hereby acknowledges and agrees that the Participant may not sell, transfer, assign, gift, encumber or permit encumbrance upon, or otherwise transact in the Shares until they are vested and issued to the Participant in unrestricted form in accordance with the terms of this Award Agreement.

c.Attendance at Meetings; Voting. Until the Shares become vested and all restrictions thereon are removed in accordance with the terms of this Award Agreement and the Plan, the Participant shall:

(i)cause all Shares granted to Participant pursuant to this Award Agreement to be present, in person or by proxy, at any meeting of the Company’s stockholders, so that all such Shares shall be counted for the purpose of determining the presence of a quorum at such meeting; and

(ii)vote, or cause to be voted, all such Shares in accordance with the recommendations of the Company with respect to any business or proposal on which the stockholders of the Company are entitled to vote, whether at a meeting of the Company’s stockholders or by written instrument thereof. This Section 5.c shall apply to any holder of the Shares to whom the Shares are transfer by or on behalf of the Participant in the same manner it applies to the Participant.

6.Tax Matters.

a.No Tax Advice; No Duty to Minimize Taxes. The Participant is hereby advised to consult with the Participant’s own personal tax, financial, and/or legal advisors regarding the tax consequences of this Award. The Company has no duty or obligation to minimize the tax consequences to the Participant of this Award and shall not be liable to the Participant for any adverse tax consequences to Participant arising in connection with this Award, including with respect to any election pursuant to Section 83(b) of the Code, as discussed in Section 6.b hereof (the “Section 83(b) Election”). The Participant is hereby

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advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the tax consequences of this award and by signing this Award Agreement, the Participant has agreed that he or she has done so or knowingly and voluntarily declined to do so.

b.Tax Withholding Obligations. As set forth in Section 4.d hereof, the removal of the restrictions on the Shares, or at any time thereafter as requested by the Company, the Participant shall pay or provide for payment of at least the minimum amount of income taxes and other withholdings which the Company may be required to withhold with respect to such distribution of shares (the “Withholding Taxes”). The Administrator may, in its sole discretion, permit the Participant to elect to satisfy the Withholding Taxes by electing to surrender to the Company for cancellation that number of Shares having a fair market value of no less than the amount of such Withholding Taxes (measured based on the closing price per share of the Company’s securities as of the applicable vesting date of the vested Shares, as reported on the stock exchange on which the Company’s securities are then traded), up to a maximum of the amount of Withholding Taxes actually due (“Net Settlement”); provided, however, that Net Settlement shall not be available to satisfy the Withholding Taxes and other tax obligations due on the issuance of the Shares by operation of the Participant’s Section 83(b) Election with respect to the Shares (as described in Section 6.c below). Unless the Withholding Tax obligations of the Company are satisfied, the Company shall have no obligation to deliver to the Participant any Shares. In the event the Company’s obligation to withhold arises prior to the delivery to the Participant of Shares or it is determined after the delivery of Shares to the Participant that the amount of the Withholding Taxes was greater than the amount withheld by the Company, the Participant Agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

c.Section 83(b) Election. Subject to the Participant’s satisfaction of any tax withholding obligation due thereon, the Participant may elect, within Thirty (30) days after the Grant Date, to file the Section 83(b) Election with the Internal Revenue Service (“IRS”) and the Company to report receipt of the Shares as of the Grant Date and pay the tax due on, regardless of their vesting status. Instructions on how to file the Section 83(b) Election with respect to the Award and a sample Section 83(b) Election form is provided as Appendix B hereto. Accordingly, with respect to the Section 83(b) Election, the Participant hereby acknowledges and agrees that:

(i)the Company does not make any recommendation with respect to the decision to make the Section 83(b) Election;

(ii)it is solely the responsibility of the Participant, and not the Company, to decide whether to make the Section 83(b) Election in connection with the Award and, if so, to do so in a timely manner;

(iii)notwithstanding the Section 83(b) Election, the Shares shall remain subject to forfeiture and the restrictions described herein and in the Plan until they become vested, and, in the event the Shares are forfeited following the Section 83(b) Election, the Company shall not be liable for any losses or other liability incurred by the Participant in connection with such forfeiture, and the Participant shall not be entitled to receive any compensation for such forfeited Shares, except as provided herein or required by applicable law;

(iv)the Participant is liable for, and hereby agrees to timely pay, all applicable tax obligations due in connection with the Section 83(b) Election; and

(v)the satisfaction of the Withholding Taxes and any other tax obligations due with respect to the Section 83(b) Election may not be satisfied by withholding that number of Shares having a fair market value of no less than the amount of the Withholding Taxes and other tax obligations due, and, for the avoidance of doubt, may only be satisfied by the payment, in cash, of the amount of the Withholding Tax and other tax obligations due thereon.

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d.Section 409A. It is intended that the Award, the Plan, and this Award Agreement are exempt from Section 409A of the Code and the interpretive guidance thereunder (“Section 409A”), and this Award Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. To the extent that any provision of this Award Agreement would fail to comply with applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without requiring the Participant’s consent, make such modifications to this Award Agreement and/or payments to be made thereunder to the extent it determines necessary or advisable to comply with the requirements of Section 409A. Nothing in this Award Agreement shall be construed as a guarantee of any particular tax effect for the Award, and the Company does not guarantee that any compensation or benefits provided under this Award Agreement will satisfy Section 409A.

7.Representations and Warranties. By accepting the Award, the Participant hereby represents, warrants, acknowledges and agrees as follows:

a.The Participant has received a copy of the Plan, has reviewed the Plan and this Award Agreement in their entirety, and has had an opportunity to obtain the advice of independent counsel prior to accepting the Award;

b.The Participant has had the opportunity to consult with a tax advisor concerning the tax consequences of accepting the Award, and understands that the Company makes no representation regarding the tax treatment as to any aspect of the Award, including the grant, vesting, settlement, or conversion of the Award;

c.The Participant’s participation in the Plan and acceptance of the Award is voluntary and without expectation of employment or service, or continued employment or service, with the Company, and the Participant understands that neither the grant of this discretionary Award nor the Participant’s participation in the Plan confers any right to continue in the service of the Company or to receive any other award or amount of compensation, whether under the Plan or otherwise, and no payment of any award under the Plan will be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided in such other plan;

d.The Participant consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data by the Company, the Committee, and any third party retained to administer the Plan for the exclusive purpose of administering the Award and Participant’s participation in the Plan; provided, that the Participant agrees to promptly notify the Committee of any changes in the Participant’s name, address, or contact information during the entire period of Plan participation; and

e.Notices and other documents related to the Award or the Plan may be delivered by electronic means, and the Participant hereby consents to receive such documents by electronic delivery and to participate in the Plan through an online or electronic system authorized by the Committee.

8.General Provisions.

a.Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan; provided, however, inconsistencies between this Award Agreement and the Plan shall be resolved in accordance with the terms of this Award Agreement in all respects; provided further, with respect to any ambiguities in this Award Agreement or any matters as to which this Award Agreement is silent, the Plan shall govern.

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b.Governing Law; Disputes. The Plan and this Award Agreement are to be governed, construed, and administered in accordance with the laws of the State of Nevada, without regard to otherwise governing conflict of laws principles. Any dispute or controversy arising under, out of, or in connection with this Award Agreement shall be finally determined and settled by binding arbitration in the County and State in which the Company office which is assigned by the Company’s Human Resources Department as Participant’s home office, in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. In such arbitration, each party shall bear its own costs and fees, including attorneys’ and accountants’ fees and costs.

c.Administration; Interpretation. In accordance with the Plan and this Award Agreement, the Committee shall have full discretionary authority to administer the Award, including discretionary authority to interpret and construe any and all provisions relating to the Award. Decisions of the Committee shall be final, binding, and conclusive on all parties. In the event of a conflict between this Award Agreement and the Plan, the terms of the Plan shall prevail.

d.Entire Agreement. This Agreement, together with the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties.

e.Severability. The provisions of this Award Agreement hereto are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

f.Successors and Assigns. The rights and benefits of this Award Agreement shall inure to the benefit of, and be enforceable by, the Company’s successors (including any successor by reason of amalgamation of the Company) and assigns. The rights and obligations of Participant under this Award Agreement may not be assigned, except to Permitted Transferees in accordance with Section 4.a hereof.

g.Injunctive Relief. In addition to any other right of the Company to enforce the terms of this Award Agreement, the Participant hereby consents and agrees that the Company may bring an action or special proceeding in any state or federal court of competent jurisdiction to seek injunctive or other relief to enforce the Participant’s compliance with any restrictive covenant obligations undertaken by the Participant in connection with the grant of the Award.

9.Acknowledgement of Receipt and Acceptance. By signing below (including via electronic signature, as approved by the Plan Administrator), the undersigned Participant: (a) acknowledges receipt and acceptance of the Award, subject and pursuant to the terms and conditions of this Award Agreement and of the Plan, which are incorporated by reference herein; (b) agrees to the representations made in Section 7 of this Award Agreement above; (c) agrees to be bound by this Award Agreement and the Plan; and (d) acknowledges that the Award granted by this Award Agreement is subject to forfeiture until vested.

[Remainder of Page Intentionally Blank - Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned parties, intending to be bound, have executed this Award Agreement, effective as of the Grant Date specified in the Notice of Grant attached as Exhibit A hereto and incorporated by reference herein.

THE COMPANY

Riot Platforms, Inc., a Nevada corporation

By: ​ ​​ ​​ ​​ ​​ ​​ ​Name:
Title:

Attachments:Appendix A – Notice of Grant

Appendix B – Section 83(b) Election Form (provided separately)

Appendix C – Irrevocable Stock Power (provided separately)

[Company’s Signature Page - Participant’s Signature Page Follows]

XML

Document and Entity Information	Jul. 13, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 13, 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