DEF 14A of Riot Platforms, Inc., Apr 30, 2026

DEF 14A of Riot Platforms, Inc.

Filed Apr 30, 2026 · FY20250001104659-26-053098

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Committees | Other Current Public Company Board Service |

  3. DIRECTOR NOMINEES

    | Class II Directors (Terms to Expire in 2029) | | | | | | | | | Lance D'Ambrosio Lead Independent Director | 68 | 2021 | ✓ | Audit, Compensation (Chair), Governance | None | | | Michael Turner Independent Director | 53 | 2025 | ✓ | Audit (Chair), Compensation, Governance | 1 |

  4. CONTINUING DIRECTORs

    CONTINUING DIRECTORs

  5. CONTINUING DIRECTORs

    | Class III Directors (Terms Expiring in 2027) | | | | | | | | | Benjamin Yi Executive Chairman | 44 | 2018 | None | None | None | | | Jason Les Chief Executive Officer | 40 | 2017 | None | None | None |

  6. CONTINUING DIRECTORs

    | Class III Directors (Terms Expiring in 2028) | | | | | | | | | Jaime Leverton Independent Director | 48 | 2025 | ✓ | Audit, Compensation, Governance (Chair) | None | | | Douglas Mouton Independent Director | 62 | 2025 | ✓ | Audit, Compensation, Governance | None |

  7. CONTINUING DIRECTORs

    | 2 | Riot Platforms 2026 Proxy Statement |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | | Name | Age | Director since | | | Lance D’Ambrosio | 68 | 2021 | | | Michael Turner | 53 | 2025 |

  10. Director Nominees

    For information regarding each director nominee and continuing director, including tenure, principal occupation, qualifications, and biographical material, see “Information Regarding Directors” beginning on page 9 of this Proxy Statement. Messrs. D’Ambrosio and Turner have each consented to nomination as Class II directors. The Company has no reason to believe that either nominee will be unable or unwilling to serve if elected; however, if either is unable or declines to serve, proxies will be voted for a substitute nominee. If elected, each nominee will serve for the applicable term and until a successor is elected and qualified, or until their earlier death, resignation, disqualification or removal. Pursuant to our Bylaws, any vacancy on the Board resulting from death, resignation, disqualification or removal prior to the expiration of a director’s term of office, may be filled by the remaining directors until a successor is elected and qualified by the stockholders.

  11. Director Nominees

    | Riot Platforms 2026 Proxy Statement | 7 |

  12. Director Nominees

    Pursuant to our Bylaws, directors are elected by a plurality of the votes cast. This means the nominees receiving the highest number of “FOR” votes will be elected. Votes marked “WITHHOLD” are not included in the tally and will have no effect on the outcome. Stockholders holding shares in “street name” must provide voting instructions to their brokers; otherwise, such shares will be considered broker non-votes. Broker non-votes and abstentions will have no effect on the outcome of Proposal No. 1.

  13. Director Nominees

    | BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 1 | | | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS CLASS II DIRECTORS ON THE BOARD. |

  14. Director Nominees

    | 8 | Riot Platforms 2026 Proxy Statement |

  15. Director Nominees

    The following table sets forth information regarding the individuals who currently serve as directors on the Board.

  16. Director Nominees

    | Name of Director | Age | Director Since | Independent | Audit Committee | Compensation and Human Resources Committee | Governance and Nominating Committee | | Benjamin Yi | 44 | 2018 | | | | | | Jason Les | 40 | 2017 | | | | | | Lance D’Ambrosio | 68 | 2021 | | | | | | Jaime Leverton | 48 | 2025 | | | | | | Douglas Mouton | 62 | 2025 | | | | | | Michael Turner | 53 | 2025 | | | | |

  17. Director Nominees

    | | Committee Member | | | Committee Chair | | | Audit Committee financial expert |

  18. Director Nominees

    | Riot Platforms 2026 Proxy Statement | 9 |

  19. Class III Directors (Terms Expiring in 2027)

    Class III Directors (Terms Expiring in 2027)

  20. Class III Directors (Terms Expiring in 2027)

    | | Benjamin Yi Executive Chairman | Benjamin Yi has served as our Executive Chairman since May 2021, as a member of the Board since October 2018, and as Chairman of the Board from November 2020 through May 2021. Mr. Yi previously served as a member of each of the Board’s three standing committees, however, as of May 24, 2021, upon his appointment as the Company’s Executive Chairman, Mr. Yi resigned from all committee positions. Professional History: Prior to his appointment as our Executive Chairman, Mr. Yi led capital markets and corporate development at IOU Financial Inc., a Montreal-based fintech-enabled lender to North American small businesses which was privatized by Neuberger Berman in 2023, from January 2017 through May 2021. From August 2010 to September 2016, Mr. Yi worked in an investment and corporate development capacity at Dundee Corporation, a Toronto-based conglomerate primarily focused on real assets including natural resources, real estate, agriculture and special situations investments. For most of his time at Dundee Corporation, Mr. Yi was a securities analyst at the predecessor to 1832 Asset Management L.P., where he covered energy and special situations investments as part of a team managing one of North America's largest natural resources-focused investment funds. Mr. Yi has also served as an independent director on several public and private company boards. From December 2013 to December 2016, he served as an Independent Director and Chair of the Corporate Governance and Remuneration Committee of PetroMaroc Corporation, plc, a Jersey, UK-based energy company, and as a member of the Board of Managers and Audit Committee of Android Industries, LLC, a privately held Michigan-based assembler of complex modules for the automotive industry, from January 2014 to September 2016. Mr. Yi also previously served as an Independent Director, member, and occasional Chair of the Audit Committee of Woulfe Mining Corp., a Vancouver-based mining company from October 2013 to its acquisition in September 2015. Education: Mr. Yi holds a Bachelor of Commerce, specialist in Finance, major in Economics from University of Trinity College and a Master of Finance from the Rotman School of Management at the University of Toronto. He is a CFA charter holder and member of the CFA Society Cayman Islands. Expertise: We believe Mr. Yi is uniquely qualified to serve and lead our Board. Since the beginning of his involvement with the Company, Mr. Yi has been responsible for the Company’s turnaround and current position as a leading digital infrastructure platform company. Under his guidance and leadership, Riot has raised over $2 billion, significantly improved its operational and financial profile, reconstituted a more diverse and increasingly experienced Board, established a professionalized, cross-functional management team, successfully integrated several strategic acquisitions, and launched a data center development capability targeting the world’s leading technology companies. Alongside the Company’s CEO Jason Les, Mr. Yi has been critical to the successful turn-around, maturation, and development of Riot from a micro-cap company to what it is today. Throughout his tenure, he has demonstrated strong leadership for both the Board and management team, which has led to significant value creation and created significant future opportunities for Riot. Further, he brings over two decades of unique management, capital markets, and investment experience to the Company, and a particular expertise in fintech, specialty finance, and investing throughout a company's capital structure. Mr. Yi leverages his expertise in corporate governance, capital markets, and corporate development as a Board member to help shape Board discussions and strategic policymaking decisions. | | Age: 44 Director Since: 2018 Committees: None Other Current Public Company Board Service: None | | |

  21. Class III Directors (Terms Expiring in 2027)

    | 10 | Riot Platforms 2026 Proxy Statement |

  22. Class III Directors (Terms Expiring in 2027)

    | | Jason Les Chief Executive Officer | Jason Les has served as a director on the Company’s Board since November 2017 and has served as the Company’s Chief Executive Officer (“CEO”) since February 8, 2021. Professional History: Prior to his service as the Company’s CEO, Mr. Les was a founding partner of Binary Digital, a software-development company, where he led the engineering team and coordinated project development for artificial intelligence (“AI”), reverse engineering, and inter-software compatibility projects, from May 2017 to November 2020. Additionally, his background includes over a decade of unique experience as a former professional heads-up poker player, during which he successfully competed in high-stakes games online, in addition to the most prestigious, high-stakes tournaments in the world. In 2015 and 2017, Mr. Les was selected as a human benchmark for testing the world’s best poker AI in what was dubbed “Man vs Machine” at Carnegie Mellon University. Education: Mr. Les holds a Bachelor of Science, Computer Science from the University of California, Irvine. Expertise: We believe Mr. Les is qualified to serve on our Board because of his integral role in building and scaling the Company from its earliest stages into a leading digital infrastructure platform. Since joining the Company, Mr. Les has led the Company's strategic transformation, scaling its workforce, power portfolio, and operational capabilities while maintaining financial discipline through volatile market conditions. His strategic vision has positioned the Company to capitalize on accelerating demand for digital infrastructure, and his leadership has encompassed large-scale asset acquisitions, capital markets transactions, the expansion of the Company's engineering capabilities, and the pursuit of emerging opportunities for shareholder value creation. Mr. Les brings to the Board a deep operational understanding of the Company's business, proven experience navigating volatile and capital-intensive industries, and a demonstrated ability to scale organizations and infrastructure to meet emerging demand and guide the Company through its next phase of development in the interest of stockholders. | | Age: 40 Director Since: 2017 Committees: None Other Current Public Company Board Service: None | | |

  23. Class III Directors (Terms Expiring in 2027)

    | Riot Platforms 2026 Proxy Statement | 11 |

  24. Class I Directors (Terms Expiring in 2028)

    Class I Directors (Terms Expiring in 2028)

  25. Class I Directors (Terms Expiring in 2028)

    | | Jaime Leverton Independent Director | Jaime Leverton has served on our Board since February 2025. Ms. Leverton has served as Chair of the Governance Committee since February 2025 and sits on the Compensation Committee and the Audit Committee. Professional History: Since July 2025, Ms. Leverton has served as the Chief Executive Officer at ReserveOne, a digital asset portfolio company. Ms. Leverton also recently served as Chief Executive Officer and Chairperson of the Board at Ulys Holdings, Inc., a fintech platform for banking and digital assets, from July 2024 through February 2025. Previously, she served as Chief Executive Officer and as a member of the board of directors of Hut 8 Corp., one of the largest publicly traded Bitcoin mining companies, from December 2020 to February 2024. Prior to Hut 8, Ms. Leverton served as Chief Commercial Officer at eStruxture Data Centers, a Canadian data center colocation platform, from June 2019 through December 2020, and as General Manager, Vice President – Canada and APAC at Cogeco Peer 1 (now Aptum Technologies), a data center and cloud computing services company, from May 2017 through May 2019. Ms. Leverton also served as Managing Director, Financial Markets, at National Bank of Canada from April 2016 through May 2017. Ms. Leverton has served as a director on the board of Vertical Data Inc., a technology infrastructure solution Company, since April 2024. Previously, Ms. Leverton served as a member of the board of directors of WonderFi Technologies Inc., a global digital asset platform, from March 2024 through August 2024. Ms. Leverton currently serves on the board of directors of multiple privately held companies. Education: Ms. Leverton holds a Bachelor of Social Science and Bachelor of Arts in Psychology and Political Science from the University of Ottawa, a Master of Business Administration from Dalhousie University, and an Institute of Corporate Directors, Director certificate from the Rotman School of Management at the University of Toronto. Expertise: We believe Ms. Leverton is qualified to serve on our Board because she brings extensive experience as a corporate executive, highly relevant data center leadership skills, and experience in converting Bitcoin operations into data center operations in the AI/ high-performance computing (“HPC”) space. | | Age: 48 Director Since: 2025 Committees: Audit, Compensation, Governance (Chair) Other Current Public Company Board Service: None | | |

  26. Class I Directors (Terms Expiring in 2028)

    | | Douglas Mouton Independent Director | Douglas Mouton has served on our Board since February 2025. Mr. Mouton has served as a member of the Audit Committee, Compensation Committee and Governance Committee since February 2025. Professional History: Since June 2025, Mr. Mouton has served as a board member at Qnect, a construction industry solutions company. Mr. Mouton has also served as a Senior Advisor at Global Infrastructure Partners, a leading infrastructure investing company, since July 2025. From June 2022 through June 2024, Mr. Mouton served as Senior Engineer Lead, Datacenter Design Engineering and Construction at Meta, a multinational technology conglomerate. Mr. Mouton also served as Vice President, Global Datacenter Delivery at Microsoft, a multinational technology conglomerate, from June 2015 through July 2021. Mr. Mouton has served as a member of the advisory board at Fidelis New Energy, a developer of multi-gigawatt, zero carbon power facilities in Europe, since September 2022. Education: Mr. Mouton holds a Bachelor of Arts in Architecture from the University of Louisiana at Lafayette and a Master of Strategic Studies, Military Science and Operational Studies from the U.S. Army War College. Expertise: We believe Mr. Mouton is qualified to serve on our Board because he brings extensive relevant data center industry experience, including expertise in the design, construction and scaling of data centers and deep familiarity with the requirements of hyperscalers. | | Age: 62 Director Since: 2025 Committees: Audit, Compensation, Governance Other Current Public Company Board Service: None | | |

  27. Class I Directors (Terms Expiring in 2028)

    | 12 | Riot Platforms 2026 Proxy Statement |

  28. Nominees for Class II Directors (Terms TO EXPIRE in 2029)

    Nominees for Class II Directors (Terms TO EXPIRE in 2029)

  29. Nominees for Class II Directors (Terms TO EXPIRE in 2029)

    | | Lance D’Ambrosio Lead Independent Director | Lance D’Ambrosio has served as a director on the Company’s Board, including as a member of each of its three standing committees, since May 2021. Mr. D’Ambrosio has served as the Board’s Lead Independent Director since February 2025, as Chair of the Compensation Committee since June 2024, and sits on the Audit Committee and Governance Committee. He previously served as Chair of the Audit Committee from May 2021 through June 2024. Professional History: Mr. D’Ambrosio has served as a co-founder and Chairman at RackScale Data Centers, an AI/HPC infrastructure company, since May 2022. Since 2001, Mr. D’Ambrosio has served as the Managing Partner of 4 D Investments, a company focusing on technology and real estate investments. Previously, Mr. D’Ambrosio served as the Chief Executive Officer and Chairman of the board of directors of Crystal Peak Minerals, a Canadian public company focused on precious metals mining, from 2010 to 2018. Education: Mr. D’Ambrosio has been recognized as a recipient of the Ernst & Young and Merrill Lynch Entrepreneur of the Year Award in the category of e-Software & Services. He holds a Bachelor of Science, Marketing and a Bachelor of Science, Management from the University of Utah, where he graduated in 1979 as a member of the Dean’s Honor List. Expertise: We believe Mr. D’Ambrosio is qualified to serve on our Board because he brings extensive experience as a corporate executive, entrepreneur and director. He leverages his substantial corporate governance and finance experience during Board discussions and strategic policymaking decisions to help the Board establish, oversee and improve Company policies. | | Age: 68 Director Since: 2021 Committees: Audit, Compensation (Chair), Governance Other Current Public Company Board Service: None | | |

  30. Nominees for Class II Directors (Terms TO EXPIRE in 2029)

    | | Michael Turner Independent Director | Michael Turner has served as a director on the Company’s Board since February 2025. Mr. Turner has served as Chair of the Audit Committee since February 2025 and sits on the Compensation Committee and the Governance Committee. Professional History: Mr. Turner is the Co-Founder of SuperKey Insurance LLC, an AI-native risk management platform and specialty provider of commercial property and casualty insurance. Previously, Mr. Turner was the President of Oxford Properties Group, a leading global real estate investor, asset manager and business builder from April 2018 through April 2023, Executive Vice President & Country Head from April 2016 through March 2018, and held several other key positions of increasing authority from May 2010 through April 2016. Mr. Turner also served as the Global Head of Real Estate at the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest defined benefit public pension funds from April 2018 through April 2023. Mr. Turner was Executive Vice President, Investments at CBRE Group, Inc., a leading global real estate services and investment firm from 2008 through 2010. Mr. Turner has served as a member of the board of directors of Lineage Inc. (NASDAQ: LINE), a global leader in the logistics industry, since September 2020, and previously served on the boards of several private investment and asset management companies, including M7 Real Estate (UK), an investment management company, from January 2021 through March 2023, R-LABS Canada, Inc., a real estate venture builder, from August 2018 to March 2022, and Honest Buildings, a capital planning and project management company, from August 2018 to August 2019. Education: Mr. Turner holds a Bachelor of Arts from the University of British Columbia, a Master of Planning from Queen’s University, a Master of Finance from the University of Toronto, and is a CFA charter holder. Expertise: We believe Mr. Turner is qualified to serve on our Board because he brings substantial real asset investment, capital allocation and financial experience which he uses to enhance profitability, spur innovation, and ensure operational excellence. | | Age: 53 Director Since: 2025 Committees: Audit (Chair), Compensation, Governance Other Current Public Company Board Service: 1 | | |

  31. Nominees for Class II Directors (Terms TO EXPIRE in 2029)

    | Riot Platforms 2026 Proxy Statement | 13 |

  32. Board’s Role in Corporate Governance Matters

    | ● | the role and responsibilities of the Board and of each individual director, including director compensation, orientation, and continuing education standards; |

  33. Evaluating Director Nominees

    Evaluating Director Nominees As specified in our Corporate Governance Guidelines, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as the membership criteria reflected in the Corporate Governance Guidelines. The Governance Committee seeks to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

  34. Evaluating Director Nominees

    | 22 | Riot Platforms 2026 Proxy Statement |

  35. Evaluating Director Nominees

    The Governance Committee may, at its discretion, choose to utilize a third party for identifying and evaluating potential director nominees. The Governance Committee will consider director candidates properly recommended by stockholders who provided notices of stockholder proposals in compliance with our Bylaws and applicable law. The Governance Committee’s process for considering such stockholder recommendations is no different than its process for screening and evaluating candidates suggested by directors, our management, or third parties.

  36. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The compensation paid or awarded for 2025, to our non-employee directors, as of December 31, 2025, is set forth in the table below.

  37. DIRECTOR COMPENSATION TABLE

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | | Hubert Marleau(3) | 20,000 | — | — | 20,000 | | Hannah Cho(3) | 20,000 | — | — | 20,000 | | Lance D’Ambrosio(4) | 120,000 | 199,999 | — | 319,999 | | Jaime Leverton(5) | 106,071 | 325,519 | — | 431,590 | | Douglas Mouton(6) | 88,393 | 325,519 | — | 413,912 | | Michael Turner(7) | 106,071 | 325,519 | — | 431,590 |

  38. DIRECTOR COMPENSATION TABLE

    | (1) Each non-employee director receives a $100,000 annual cash retainer, and each Committee Chair receives an additional $20,000 annual cash fee. |

  39. DIRECTOR COMPENSATION TABLE

    | Riot Platforms 2026 Proxy Statement | 25 |

  40. DIRECTOR COMPENSATION TABLE

    | (2) Represents the grant date fair value for Company stock granted in the year ended December 31, 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 15 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for details as to the assumptions used to determine the grant date fair value of applicable Stock Grants. Additional information regarding the Company stock awarded to or held by each non-employee director as of December 31, 2025, is set forth in the table below. |

  41. DIRECTOR COMPENSATION TABLE

    The aggregate number of outstanding equity awards for each of our non-employee directors as of December 31, 2025, is set forth in the table below.

  42. DIRECTOR COMPENSATION TABLE

    | Name | Aggregate Number of Outstanding Awards | | Hubert Marleau | 0 | | Hannah Cho | 0 | | Lance D’Ambrosio | 8,052 | | Jaime Leverton | 8,052 | | Douglas Mouton | 8,052 | | Michael Turner | 8,052 |

  43. DIRECTOR COMPENSATION TABLE

    | (3) Retired from the Board effective February 12, 2025. |

  44. DIRECTOR COMPENSATION TABLE

    | (4) Mr. D’Ambrosio currently serves as the Lead Independent Director of our Board, and as Chair of the Compensation Committee. Mr. D’Ambrosio received a stock award of 16,103 RSAs granted at a fair value of $9.95 per share, as of July 11, 2025, issued under the Company’s 2019 Equity Incentive Plan (as amended, the “2019 Equity Plan”) pursuant to an equity award agreement between Mr. D’Ambrosio and the Company as compensation for Mr. D’Ambrosio’s service as a director through June 30, 2026. Pursuant to the equity award agreement, such RSAs are eligible to vest, if at all, in four equal quarterly installments after the grant date. Mr. D’Ambrosio did not receive an equity award on February 21, 2025, because he continued to be a sitting director and previously received an annual award vesting through June 30, 2025. |

  45. DIRECTOR COMPENSATION TABLE

    | (5) Ms. Leverton joined the Board on February 12, 2025, and currently serves as the Chair of the Governance Committee. Stock awards include (a) 12,000 RSUs granted at a fair value of $10.46 per share, as of February 21, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Ms. Leverton and the Company as compensation for Ms. Leverton’s service as a director through June 30, 2025, and (b) 16,103 RSUs granted at a fair value of $9.95 per share, as of July 11, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Ms. Leverton and the Company as compensation for Ms. Leverton’s service as a director through June 30, 2026. Pursuant to the equity award agreement, such RSUs are eligible to vest, and be settled into shares of the Company’s common stock, if at all, in four equal quarterly installments after the grant date. |

  46. DIRECTOR COMPENSATION TABLE

    | (6) Mr. Mouton joined the Board on February 12, 2025, and currently serves as a director and sits on each of the Company’s Committees. Stock awards include (a) 12,000 RSAs granted at a fair value of $10.46 per share, as of February 21, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. Mouton and the Company as compensation for Mr. Mouton’s service as a director through June 30, 2025, and (b) 16,103 RSAs granted at a fair value of $9.95 per share, as of July 11, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. Mouton and the Company as compensation for Mr. Mouton’s service as a director through June 30, 2026. Pursuant to the equity award agreement, such RSAs are eligible to vest, if at all, in four equal quarterly installments after the grant date. |

  47. DIRECTOR COMPENSATION TABLE

    | (7) Mr. Turner joined the Board on February 12, 2025, and currently serves as the Chair of the Audit Committee. Stock awards include (a) 12,000 RSAs granted at a fair value of $10.46 per share, as of February 21, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. Turner and the Company as compensation for Mr. Turner’s service as a director through June 30, 2025, and (b) 16,103 RSAs granted at a fair value of $9.95 per share, as of July 11, 2025, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. Turner and the Company as compensation for Mr. Turner’s service as a director through June 30, 2026. Pursuant to the equity award agreement, such RSAs are eligible to vest, if at all, in four equal quarterly installments after the grant date. |

  48. DIRECTOR COMPENSATION TABLE

    | 26 | Riot Platforms 2026 Proxy Statement |

  49. Short-Term Incentives

    Short-Term Incentives The AIP, our short-term incentive program, was developed to be dependent upon meaningful annual performance measures. Payouts are based on a combination of quantitative and qualitative components. Payments were made in cash for our NEOs, except for our CEO and Executive Chairman who received Bitcoin payments in addition to cash in 2025. As further discussed in this Compensation Discussion and Analysis, our CEO and Executive Chairman no longer receive Bitcoin payments in addition to cash starting in 2026. The general philosophy of the Compensation Committee has been to work towards providing AIP opportunities (expressed as a percentage of an individual NEO’s base salary) that are competitive while also recognizing the Company's performance relative to its peer group. For 2025, the AIP paid out at 125% of target, based on the Company’s performance relative to the metrics established by the Compensation Committee. The Company’s Strategic Objective payout of 40% resulted from:

  50. Short-Term Incentives

    | ● | Sustainably financing all business lines; |

  51. Short-Term Incentives

    | Riot Platforms 2026 Proxy Statement | 33 |

  52. Short-Term Incentives

    | ● | Achieving institutional-grade functions to support operations; and |

  53. Short-Term Incentives

    | ● | Building the most capital and operationally efficient platform companies. |

  54. Long-Term Incentives

    Long-Term Incentives The LTIP was developed, in part, in response to feedback we received from our stockholders, and focuses primarily on rewarding TSR (as discussed below) performance and over-performance, as compared to the broader market, and is appropriate for a company of our size and stage of growth. For 2025, in response to the Say-on-Pay vote outcome at our 2025 Annual Meeting, the Compensation Committee elected to suspend LTIP awards to the Company’s 2024 NEOs. Mr. Howell received an award under the LTIP as he was not one of the Company’s 2024 NEOs. In 2025, Mr. Gibbs received a sign-on award upon his hire in June 2025, which consisted of stock options and service-based RSAs. See additional details in “Our Executive Compensation Program Elements for 2025” below in this Compensation Discussion and Analysis.

  55. Executive Compensation Philosophy

    We compensate our NEOs with a mix of base salaries, annual performance-based cash incentive compensation based on operational, financial and strategic performance against pre-defined metrics, and time-based equity and performance-based equity awards. We believe that the performance goals we set should be challenging yet achievable and competitive at the target performance level to increase motivation and to attract, retain, develop and reward executive officers who embody the abilities and skills to build long-term stockholder value. Such goals and objectives should be appropriately rewarded, and there should be a downside risk to compensation if we do not achieve such goals and objectives. Additionally, we believe granting our NEOs (and our other employees) equity compensation encourages them to operate like owners, linking their financial interests with the interests of our stockholders by directly aligning ultimate pay outcomes with our stock price performance and building meaningful long-term ownership of our stock. However, we did not grant equity awards in 2025 to our 2024 NEOs who received supplemental long-term equity awards in response to stockholder feedback regarding the size of those awards. Accordingly, only Mr. Gibbs and Mr. Howell received equity awards in 2025.

  56. 2025 Executive Compensation Policies and Practices

    | What We DO | | What We DON'T Do | | | | Caps on cash and equity incentive compensation for our executive officers | | No guaranteed salary increases for our executive officers | | | Multi-year vesting schedules | | No minimum AIP payout | | | Clawback provisions on incentive compensation | | No option/Stock Appreciation Rights (“SAR”) repricing without stockholder approval | | | Meaningful stock ownership requirements for executive officers and directors | | No equity compensation plan evergreen features | | | Use of an independent compensation consultant by the Compensation Committee | | No excessive exceptions to minimum vesting requirements | | | Annual review of our compensation strategy by the Compensation Committee | | No option reloading | | | | | No nonqualified deferred compensation plan | | | Equity compensation largely based on achievement of performance metrics | | No payout of dividends (or dividend equivalents) on unvested equity awards | | | Negative absolute TSR caps on LTIP vesting | | No tax gross-up on any equity award grants |

  57. Board Responsiveness Process After 2025 Say-on-Pay Advisory Vote

    | What We Heard: | How We Responded: | | Concerns around the magnitude of One-Time Supplemental Performance-Based Awards. Some, but not all, stockholders raised concerns on the total quantum of pay represented by these one-time awards. While they appreciated the rationale provided in our proxy statement and the fact that 50% were performance-based, they largely did not support the Say-on-Pay for based on total quantum. | ● In response to quantum-related concerns expressed by stockholders during in-season engagements, the Compensation Committee elected not to grant shares under the Company’s LTIP in 2025 for the Company’s 2024 NEOs. For more information on the 2025 LTIP in the Compensation Discussion and Analysis see “2025 LTIP Award” beginning on page 47 of this Proxy Statement. ● LTIP awards granted in 2026 were based on robust benchmarking against peers and have returned to our historic norms. ● We have not made any one-time awards and do not anticipate making additional one-time awards (outside of promotion and new hire awards). | | Some proxy advisors and investors noted a preference for limiting potential payouts under the Relative TSR portion of the LTIP when TSR performance was negative on an absolute basis. | ● The Compensation Committee acted by implementing a negative absolute TSR cap on payouts under the LTIP. o If the Company’s absolute TSR for the applicable LTIP performance period is negative, the maximum vesting percentage that may be earned is limited to 100% of the Target Award, regardless of relative performance. o Further, we extended the period for measuring our TSR at the beginning and end of the performance period from 20 trading days to 60 trading days to reduce the impact of short-term volatility on performance measurement. | | Investors requested greater rigor in the AIP, including more robust performance objectives and clearer alignment with long-term value creation | ● The Compensation Committee refined the AIP by adopting performance objectives that better reflect the transformation of our business, removing bitcoin yield, which is no longer a strategic focus area for growth, and introducing two new data center-related metrics – data center revenue and |

  58. Board Responsiveness Process After 2025 Say-on-Pay Advisory Vote

    | | net operating income (“NOI”) – that are key to our long-term data center development strategy. ● As a result, our 2026 AIP continues to be weighted 80% towards financial and operational metrics – relative bitcoin production (25%), relative adjusted EBITDA (25%), data center revenue (15%) and data center NOI (15%) – and 20% towards strategic progress in executing our data center strategy. | | Investors have appreciated the evolution of our compensation program and our responsiveness to investor feedback. | ● Investor and proxy advisor feedback continue to influence the Compensation Committee’s review of our compensation practices and the evolution of our compensation program. ● For 2026, our CEO and Executive Chairman will no longer have a portion of their base salary and AIP target denominated and paid in Bitcoin. This strategic move is in response to our evolution into data center development. We believe this change enhances transparency and certainty in our executive compensation program and aligns with broader market practice. |

  59. Role of Our Compensation and Human Resources Committee

    objectives relevant to each NEO’s incentive compensation; evaluates the CEO’s performance results in light of such objectives; evaluates the competitiveness and mix of each NEO’s compensation as it relates to a Peer Group of companies (as described further below); and recommends changes to our NEOs’ total compensation packages, including base salary, AIP amounts, and equity awards. In evaluating compensation, the Compensation Committee considers each executive's performance, experience, skills, level of responsibility, future potential, and the competitive marketplace, without adhering to a specific benchmarked percentage for any NEO.

  60. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has the authority to retain compensation consultants, outside counsel, and other advisors as it, in its sole discretion, deems appropriate. The Compensation Committee has engaged Compensia Inc. (“Compensia”) as its independent compensation consultant since 2023. Compensia benchmarks the Company's executive compensation program and provides assessments to assist the Committee in determining whether our program is consistent with our business strategy and objectives and promotes our compensation philosophy. The Compensation Committee has also instructed Compensia to provide comparative information regarding companies of similar size and in related industries and to analyze the Company's historical and current compensation practices to inform the Compensation Committee's evaluation and future needs. Taking into consideration Nasdaq Rules and SEC independence factors, the Compensation Committee has determined that, in its business judgment, its compensation consultant, Compensia, is independent and that Compensia’s work raised no conflicts of interest.

  61. Factors Considered in Setting Compensation and Role of Peer Data

    Factors Considered in Setting Compensation and Role of Peer Data The Compensation Committee reviews NEO roles and responsibilities and establishes ranges for each element of executive compensation after reviewing similar information for a defined group of companies (“Peer Group”). Our Peer Group is used by the Compensation Committee as one factor in its analysis of disclosures and published compensation practices when considering our NEOs’ base salary, AIP, and long-term equity incentive compensation as compared to that of executive officers in similar roles and establishing target compensation opportunities. Other factors evaluated include each executive’s responsibilities and experience, the competitive marketplace, the importance of the position to our organization, overall retention value, tenure, expected future contributions, individual performance, internal pay equity, the projected future value of the total compensation, and current and anticipated future business conditions, none of which is specifically weighted. The target amounts and compensation mix may vary for each NEO. The Compensation Committee annually reviews our Peer Group and determines the inclusion of peer companies based on the following criteria:

  62. Factors Considered in Setting Compensation and Role of Peer Data

    As part of this process, Compensia, our CEO, and members of management provide input to the Compensation Committee regarding changes to Peer Group composition that may be appropriate based on changes to our business, the attributes of companies within the group, or the availability of their compensation data. As part of our annual review cycle, the Compensation Committee reviewed potential changes to the 2025 Peer Group after consultation with Compensia. Following this review, the Compensation Committee approved the following 2025 Peer Group, consisting of 19 publicly traded companies capturing the competitive technology landscape and risk profile, as recommended by Compensia. In comparison to the 2024 Peer Group, six (6) new peer companies were added (noted below) and eight (8) were removed. Of the eight (8) removals, four (4) (Cyxtera Technologies, Inc., New Relic, Inc., Squarespace, Inc., and Sumo Logic, Inc.) were no longer publicly traded. Stronghold Digital Mining, Inc. was removed due to an expected acquisition, and HIVE Digital Technologies Ltd. (formerly HIVE Blockchain Technologies, Inc.), Greenidge Generation Holdings Inc., and Bitfarms Ltd. were removed due to lack of continued business alignment.

  63. Role of CEO and Executive Chairman

    | Peer Groups | | | | | 2024 | | 2025 | | | 1. A10 Networks Inc. 2. Applied Digital Corporation 3. Bitfarms Ltd. * 4. Cipher Mining, Inc. * 5. CleanSpark, Inc. * 6. Couchbase, Inc. 7. Cyxtera Technologies, Inc. 8. Fastly, Inc. 9. Greenidge Generation Holdings, Inc. * 10. HIVE Blockchain Technologies Ltd * | 11. Hut 8 Corp * 12. MARA Holdings, Inc. * 13. Marqeta, Inc. 14. MicroStrategy Incorporated 15. New Relic, Inc. 16. Rapid7, Inc. 17. Repay Holdings Corporation 18. Squarespace, Inc. 19. Stronghold Digital Mining, Inc. * 20. Sumo Logic, Inc. 21. TeraWulf Inc. * | 1. A10 Networks, Inc 2. AppFolio, Inc. 3. Applied Digital Corporation 4. C3.ai, Inc. 5. Cipher Mining Inc. * 6. CleanSpark, Inc. * 7. Couchbase, Inc. 8. Core Scientific, Inc. 9. DigitalOcean Holdings, Inc. 10. Fastly, Inc. | 11. Flywire Corporation 12. Hut 8 Corp * 13. Klaviyo, Inc. 14. MARA Holdings, Inc.* 15. Marqeta, Inc. 16. MicroStrategy Incorporated 17. Rapid7, Inc. 18. Repay Holdings Corporation 19. TeraWulf Inc. * |

  64. Role of CEO and Executive Chairman

    | ● | Removed from the 2024 peer group |

  65. Role of CEO and Executive Chairman

    | ● | Added to the 2025 peer group |

  66. 2026 Peer Group Selection Criteria and Composition

    2026 Peer Group Selection Criteria and Composition As part of our annual review cycle, the Compensation Committee reviewed potential changes to the 2025 Peer Group after consultation with Compensia. Following this review, the following 2026 Peer Group consisting of 22 publicly traded companies, capturing the competitive technology landscape and risk profile, was recommended by Compensia and subsequently approved by the Compensation Committee for 2026 executive pay decisions. In comparison to the 2025 Peer Group, we have added six (6) new peer companies. which are intended to ensure continued alignment between the Company’s Peer Group and the market in which the Company competes for executive talent. We have removed three (3) companies: Couchbase, Inc., which was determined to have a less comparable business profile; Repay Holdings Corporation, due to its smaller market capitalization; and MicroStrategy Incorporated due to its significantly higher market capitalization. The Peer Group to be used for 2026 pay decisions is based on the same selection criteria as 2025, which resulted in further refinements to the group composition:

  67. 2026 Peer Group Selection Criteria and Composition

    | Riot Platforms 2026 Proxy Statement | 41 |

  68. Our Executive Compensation Program Elements for 2025

    | | | Compensation Element | Relationship To Executive Compensation Program Objectives | Key Features | | FIXED | CASH | ANNUAL BASE SALARY | ● Attract and retain talented executive officers through competitive pay programs | Established considering: ● Executive’s experience; ● Knowledge of the Company and our industry; ● Expected future contributions; ● Overall ability to influence our financial performance and the strategic impact of the role; ● The ease or difficulty of replacing the incumbent; and ● In the case of executive officers other than the CEO, recommendations of the CEO | | | CASH/BITCOIN | AIP | ● Motivate executive officers to achieve and exceed annual financial, strategic, business and other objectives ● Manage total compensation costs by aligning them with financial performance | ● Payout determined relative to achievement of the Company's annual financial, operational and strategic objectives ● For 2025, includes: | | VARIABLE | EQUITY | LONG-TERM EQUITY INCENTIVES ("EQUITY AWARDS") | ● Align executive officer and stockholder interests to optimize stockholder value ● Motivate executive officers to achieve and exceed long-term financial, strategic, business and other objectives | ● In response to stockholder feedback, 2024 NEOs did not receive LTIP awards in 2025; ● Mr. Gibbs’ equity was awarded in connection with his June 2025 hire and consisted of 67% performance stock options and 33% RSAs; and ● Mr. Howell received a 2025 LTIP award that consisted of an equal mix of RSAs and PRSAs, consistent with our historic annual LTIP mix |

  69. Annual Incentive Plan Compensation

    Annual Incentive Plan Compensation Each year, the Compensation Committee establishes performance metrics, weighting and targets, cash incentive amounts (generally as a percentage of the applicable employee’s base salary for the year), target award opportunities and other terms and conditions of annual cash incentive for each of our NEOs and other eligible employees under the AIP. Generally, employees become eligible to participate in the AIP after completing 90 days of continuous employment with the Company, and eligible employees must remain employed through the date the AIP bonus is paid to receive the cash incentive bonus for the applicable year, subject to the terms of individual employment agreements and the Company’s change in control policies. See “Compensation Upon Termination of Employment Policy” beginning on page 50 of this Proxy Statement.

  70. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan All NEOs participated in the AIP in 2025. The primary objective of the AIP in 2025 was to incentivize Riot’s senior management team to achieve industry-leading financial, operational and strategic results. Payout percentages are structured to range from 0% to 200% of pre-established award values dependent upon Company performance in specific pre-determined financial performance measures compared to the 2025 AIP Peer Group as defined below; and our performance in achieving the Company’s strategic objectives. Award Target Values. Generally, target values are set as a percentage of each NEO’s base salary, as adjusted for any changes in base salary throughout the year. For 2025, there were no changes to the target AIP percentages from the prior year.

  71. 2025 Annual Incentive Plan

    | Riot Platforms 2026 Proxy Statement | 43 |

  72. Award Target Values

    | NEO | Role | Base Salary | Target AIP% | Target AIP Value | | Jason Les | Chief Executive Officer | $600,000 + 10 Bitcoin | 100% | $600,000 + 10 Bitcoin | | Benjamin Yi | Executive Chairman | $600,000 + 10 Bitcoin | 100% | $600,000 + 10 Bitcoin | | Colin Yee | Chief Financial Officer | $500,000 | 100% | $500,000 | | Jonathan Gibbs | Chief Data Center Officer | $550,000 | 100% | $550,000 | | Stephen Howell | Chief Operating Officer | $450,000 | 100% | $450,000 |

  73. Award Target Values

    Performance Metrics. The Compensation Committee established specific financial, operational and strategic performance metrics and assigned relative weights to each. The performance targets strategically chosen represented key performance indicators at the beginning of 2025, achievement of which would contribute to our ability to generate value for our stockholders. The quantitative financial performance metrics established for the 2025 AIP are three key metrics that investors use to evaluate the financial and operational performance of companies in our sector. To align with market expectations and previously received stockholder feedback, we continued to weigh the quantitative portion of the AIP much heavier (80% of the target payout). Of this 80%, Adjusted EBITDA is the most encompassing and important financial metric and was therefore weighted at 30%, while the other two financial metrics were weighted at 25%. The strategic portion was weighted at 20% of the target payout. All three quantitative financial performance metrics were measured relative to other publicly traded bitcoin mining peers. Accordingly, the Compensation Committee approved a group of peer companies (overlapping with but distinct from the Peer Group used to assess our compensation practices) to use for measuring our relative performance for the quantitative components of the 2025 AIP – Bitcoin production, direct cost per Bitcoin and Adjusted EBITDA (the “2025 AIP Peer Group”). The 2025 AIP Peer Group included:

  74. Award Target Values

    | AIP Peer Group 2025 | | | | | | | 1 | Bit Digital, Inc. | 5 | Core Scientific, Inc. | 9 | IREN Limited | | 2 | Bitfarms Ltd. | 6 | DMG Blockchain Solutions | 10 | MARA Holdings, Inc. | | 3 | Cipher Mining Inc. | 7 | HIVE Digital Technologies Ltd. | 11 | TeraWulf Inc. | | 4 | CleanSpark, Inc. | 8 | Hut 8 Corp. | | |

  75. Award Target Values

    | AIP Peer Group 2026 | | | | | | | 1 | Bitfarms Ltd. | 5 | CleanSpark, Inc. | 9 | IREN Limited | | 2 | BitFuFu Inc. | 6 | Core Scientific, Inc. | 10 | MARA Holdings, Inc. | | 3 | Cango Inc. | 7 | HIVE Digital Technologies Ltd. | 11 | TeraWulf Inc. | | 4 | Cipher Mining Inc. | 8 | Hut 8 Corp. | | |

  76. Award Target Values

    Determining Payout. The Compensation Committee determines and certifies payouts of performance-based cash incentive compensation under the AIP. Such certification occurs soon after the end of the calendar year and utilizes the four (4) preceding fiscal quarters of our publicly filed financial data, as well as that of the 2025 AIP Peer Group, for purposes of ranking our performance against our 2025 AIP Peer Group. For 2025, the Compensation Committee determined and recommended that the AIP percentage payout should be 125% of the pre-established award values target.

  77. Award Target Values

    | | | | 2025 Performance Relative to the Peers | | | | | | | | | Metric | Weighting | Below Threshold (0% Payout) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Payout % | | Combined Payout % | | Financial Performance | Relative Adjusted EBITDA | 30% | | | | | 60% | 85% | 125% | | | | | 4th Quartile | 3rd Quartile | 2nd Quartile | 1st Quartile | | | | | | Relative Bitcoin Yield | 25% | | | | | 0% | | | | | | | 4th Quartile | 3rd Quartile | 2nd Quartile | 1st Quartile | | | | | | Relative Bitcoin Production | 25% | | | | | 25% | | | | | | | 4th Quartile | 3rd Quartile | 2nd Quartile | 1st Quartile | | | | | | | 20% | ● Sustainably financing all business lines. ● Achieving institutional-grade functions to support operations. ● Building the most capital and operationally efficient platform companies. | | | | 40% | | | | Discretionary | Strategic Objectives* | | | | | | | | |

  78. 2025 AIP Award Payouts

    2025 AIP Award Payouts

  79. 2025 AIP Award Payouts

    | NEO | Base Salary | AIP Bonus | 2025 Actual Bonus Payment | | Jason Les | $600,000 | 125% | $750,000 + 12.5 Bitcoin | | Benjamin Yi | $600,000 | 125% | $750,000 + 12.5 Bitcoin | | Colin Yee | $500,000 | 125% | $625,000 | | Jonathan Gibbs | $550,000 | 200% | $641,667(1) | | Stephen Howell | $450,000 | 125% | $562,500 |

  80. 2025 AIP Award Payouts

    (1) Mr. Gibbs’ AIP payment was pro-rated based on his start date of June 1, 2025.

  81. Long-Term Equity Incentives

    Long-Term Equity Incentives Our long-term equity incentives are intended to:

  82. Long-Term Equity Incentives

    | ● | Focus NEOs and other employees on achieving long-term financial, strategic and other business performance goals; |

  83. Long-Term Equity Incentives

    | ● | Provide significant reward potential for outstanding TSR; |

  84. Long-Term Equity Incentives

    | ● | Enhance the Company’s ability to attract and retain talented NEOs and employees; and |

  85. Long-Term Equity Incentives

    | ● | Provide the Company’s management and employees with an opportunity for greater equity ownership aligned with the long-term interests of our stockholders. |

  86. Long-Term Equity Incentives

    The Compensation Committee determines equity grants for each NEO based on the factors outlined above, as applicable. It also considers the appropriate mix of types of equity-based compensation (i.e., the percentage of total award target value allocated to each type of award), and in considering the specific numbers of restricted shares or units to be granted it considers the intended percentage of the total award target value allocated to each type of equity award and the market value of our common stock, which sometimes varies greatly, as of the grant date. Typically, equity awards made to our NEOs under the LTIP are comprised of 50% time-based RSAs or RSUs and 50% performance-based PRSAs or PSUs. New hire equity awards are determined by the Compensation Committee, and depend heavily upon the new-hire’s experience, level of responsibility, and average benchmarked pay against similar positions in peer companies.

  87. The 2019 Equity Plan, as amended

    The 2019 Equity Plan, as amended We currently have one equity compensation plan, the 2019 Equity Plan. We provide stock-based compensation to employees, directors and consultants under the 2019 Equity Plan. Our previous 2017 Stock Incentive Plan, as amended (the “2017 Plan”), was replaced by the 2019 Equity Plan. No additional grants can be made under the 2017 Plan. We currently have reserved 53,500,000 common shares for issuance under the 2019 Equity Plan. As of the date of this Proxy Statement, we have granted awards of 61,476,236 shares underlying awards of RSAs, RSUs, PRSAs and PSUs, excluding forfeitures, as discussed under the following section, under the 2019 Equity Plan. Upon vesting and settlement by the Company, RSUs and PSUs are convertible into an equal number of shares of the Company’s common stock.

  88. LTIP

    LTIP On July 13, 2023, under the 2019 Equity Plan, the Compensation Committee originally adopted the LTIP for all eligible employees of Riot and its subsidiaries. The purpose of the LTIP is to encourage long-term employee retention through service-based and performance-based awards which are comprised of RSAs, RSUs, PRSAs, or PSUs, as identified in each participant’s award agreement (each, an “LTIP Award”). The Compensation Committee, or its delegee, determines the size of the awards. Each LTIP Award is divided and allocated one portion (50%) to service-based awards and the other portion (50%) to performance-based awards.

  89. LTIP

    | 46 | Riot Platforms 2026 Proxy Statement |

  90. LTIP

    On December 31, 2025, the Compensation Committee approved certain amendments to the Company’s form of “LTIP Award Agreement” in response to investor outreach on the Company’s pay practices. For a discussion of the changes made to the LTIP, and changes made to the LTIP Award Agreements, see the Company’s current report on Form 8-K filed January 2, 2026, and the corresponding forms of “LTIP Award Agreement” filed with the SEC as Exhibits 10.1 through 10.4.

  91. 2025 LTIP Award

    2025 LTIP Award Only Mr. Howell, who was not a NEO prior to 2025, received a LTIP Award in 2025 (the “2025 LTIP Award”). Mr. Howell’s 2025 LTIP Award was comprised of 50% time-based RSAs and 50% performance-based PRSAs and was intended to deliver a target value of $5.0 million.

  92. Service-based (Time-based) Awards

    | | Service-based | | | 2025 LTIP Award | | Named Executive Officer | # of Shares | | Jason Les | 0 | | Benjamin Yi | 0 | | Colin Yee | 0 | | Jonathan Gibbs | 0 | | Stephen Howell | 221,827 |

  93. Service-based (Time-based) Awards

    Mr. Howell’s service-based RSAs are eligible to vest, if at all, in three (3) approximately equal tranches, annually, over three (3) years (the “Award Term”). Service-based awards under the LTIP are granted, subject to and contingent upon, the recipient’s continued service with the Company through the applicable annual vesting dates, as specified in the applicable LTIP Award agreement. Any portion of the LTIP Award that remains unvested at the termination of the NEO’s service with the Company will be automatically forfeited and returned to the Company, without consideration, except as otherwise agreed by the Company. No proportionate vesting or credit shall be given for partial service prior to the applicable vesting date, except as otherwise agreed by the Company.

  94. Performance-based Awards

    | | Target 2025 | Maximum 2025 | | | Performance-based LTIP | Performance-based LTIP | | Named Executive Officer | # of Shares | # of Shares | | Jason Les | 0 | 0 | | Benjamin Yi | 0 | 0 | | Colin Yee | 0 | 0 | | Jonathan Gibbs | 0 | 0 | | Stephen Howell | 221,827 | 443,656 |

  95. Performance-based Awards

    The performance-based PRSAs are subject to a three-year performance period and vest, if at all, based on the Company’s TSR relative to the TSR of the RUSSELL 3000 Index (INDEXRUSSELL: RUA) over the Award Term contingent upon the participants’ continued service through the end of the performance period. The Compensation Committee utilizes TSR as the key metric of the LTIP to align executive compensation with market-based value creation by the Company. The RUSSELL 3000 Index was selected as the comparative measure because the Compensation 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. Relative TSR is calculated as the difference between the percentage change in the Company’s common stock price and the percentage change in the RUSSELL 3000 Index over the performance period (“Relative TSR”). The size of the award of PRSAs is determined by the Compensation Committee using a matrix of LTIP tiers based on the NEO’s title and position. Participants are rewarded for positive Relative TSR, accordingly, actual payouts under the awards are determined by the achievement of specific Relative TSR hurdles, as certified by the Compensation

  96. Performance-based Awards

    Committee. A higher Relative TSR results in the vesting or payout of more shares of common stock under the award. A Relative TSR that matches the RUSSELL 3000 Index results in a 100% target payout. The plan provides for a maximum payout of 200% of the Target Award, with no minimum guaranteed vesting, as outlined in the chart below. Payouts are binary at each hurdle; no proportionate or interpolated vesting applies between the established tiers. In 2025, the Compensation Committee incorporated a "negative absolute TSR cap" to the LTIP, applicable to awards starting in 2026. Under this provision, if the Company’s absolute TSR is negative for the performance period, the maximum vesting is capped at 100% of the Target Award, regardless of Relative TSR outperformance. Vesting occurs following the Compensation Committee’s certification of performance results at the end of the three-year term, as identified in the LTIP Award Agreements. As with the service-based awards, any awards that remain unvested at the end of the performance period, or upon a participant’s earlier termination of service, are automatically forfeited. For additional details, refer to the form of Award Agreements filed as Exhibits 10.1 through 10.4 to the Company’s Form 8-K filed on January 2, 2026. For the 2025 LTIP Award, the Compensation Committee adopted the vesting percentages, as shown below, corresponding to each tiered change in Relative TSR.

  97. Performance-based Awards

    | Relative TSR Hurdle Tiers | Vesting Percentage* (of the Target Award) | | | (50%) but less than (40%) | 0% | | | (40%) but less than (30%) | 20% | | | (30%) but less than (20%) | 40% | | | (20%) but less than (10%) | 60% | | | (10%) but less than 0% | 80% | | | 0% but less than 10% | 100% | (Target Award) | | 10% but less than 20% | 140% | | | 20% but less than 25% | 180% | | | at least 25% and above | 200% | (Maximum Award) |

  98. 2023 LTIP Performance-based Award Payouts

    2023 LTIP Performance-based Award Payouts On January 8, 2026, the Compensation Committee reviewed the Company’s performance for awards granted on July 13, 2023, under the 2023 LTIP over the performance period from January 1, 2023 through December 31, 2025. Utilizing the twenty (20) day trailing average TSR, the Company achieved an absolute TSR of 253.8% and the RUSSELL 3000 achieved an absolute TSR of 72.2%. As a result, the Compensation Committee determined and certified that the Company achieved the Relative TSR Hurdle of 25%, which required a Company absolute TSR of at least 90.3%, resulting in a vesting percentage of 200%, being the maximum award.

  99. 2023 LTIP Performance-based Award Payouts

    | 48 | Riot Platforms 2026 Proxy Statement |

  100. 2023 LTIP Performance-based Award Payouts

    In accordance with the Compensation Committee’s certification that the Company achieved the Relative TSR Hurdle of 25%, each NEO shall vest on July 31, 2026, as follows:

  101. 2023 LTIP Performance-based Award Payouts

    | | Total 2023 | | | Performance | | Named Executive Officer | LTIP Shares | | Jason Les | 5,369,640 | | Benjamin Yi | 5,369,640 | | Colin Yee | 1,246,426 | | Jonathan Gibbs | 0 | | Stephen Howell | 349,284 |

  102. 2025 Vested Equity Awards

    2025 Vested Equity Awards The following table indicates previously granted LTIP service-based awards from 2023 and 2024 that vested in 2025, with the exception of the shares of Mr. Gibbs, which were granted as part of his sign-on award and vested semi-annually after his start date.

  103. 2025 Vested Equity Awards

    | | Shares | | Named Executive Officer | Vested (#) | | Jason Les | 187,234 | | Benjamin Yi | 187,234 | | Colin Yee | 124,823 | | Jonathan Gibbs | 145,857 | | Stephen Howell | 50,090 |

  104. Stock Options

    Stock Options The Compensation Committee may allocate any or all of the shares of the Company’s common stock to Incentive Stock Options (“ISO”) under the 2019 Equity Plan. The maximum term of any ISO is ten (10) years. The per-share exercise price for each option shall be not less than 100% of the fair market value of a share of common stock on the date of grant. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Compensation Committee.

  105. 2025 Chief Data Center Officer Sign-on Option Award

    2025 Chief Data Center Officer Sign-on Option Award The Compensation Committee granted a performance-based stock option award to Mr. Gibbs upon his hiring as our Chief Data Center Officer. This award, with an aggregate target grant date value of approximately $10.0 million, was designed to induce him to join the Company and align his equity incentives with the execution of the Company’s hyperscale data center strategy and long-term earnings growth. All such granted stock options have been forfeited in connection with the termination of his employment relationship with the Company on April 12, 2026. The number of options awarded was determined based on the 20-trading day average closing price of our common stock immediately preceding Mr. Gibbs’ commencement of employment. The exercise price was set at the closing price on the trading day immediately prior to the commencement date. The award was divided into three equal tranches requiring the achievement of both the absolute data center EBITDA targets by at latest, December 31, 2029, and a minimum yield-to-cost spread of 6.5% above the 10-Year U.S. Treasury yield, for each milestone.

  106. 2025 Chief Data Center Officer Sign-on Option Award

    These milestones were intended to incentivize the commercialization of the Company’s data center platform at returns that exceed market benchmarks, reinforcing a commitment to disciplined capital allocation and the creation of sustainable stockholder value. Mr. Gibbs also received a sign-on equity award with an aggregate grant date value of approximately $5.0 million in restricted shares which are eligible to vest in four (4) approximately equal semi-annual installments following the start date, subject to his continued service with the Company through each vesting date. All unvested shares of restricted stock were forfeited in connection with Mr. Gibbs’ service with the Company ending on April 12, 2026.

  107. Compensation Upon Termination of Employment Policy

    Compensation Upon Termination of Employment Policy We believe that to properly motivate and incentivize our executive team in the event of a change in control and the possibility of a termination without “cause” or a termination with “good reason,” a standardized “double trigger” change in control severance policy is critical. We have agreed to provide certain payments and benefits to our NEOs and certain other executive officers in the event of a termination without “cause” or by the officer for “good reason” following a change in control transaction. Our Compensation Committee approves all change in control compensation and periodically evaluates the appropriateness of such compensation in light of advice from the Compensation Committee’s independent compensation consultant, Compensia, as well as the Compensation Committee’s evaluation of the Company, the Peer Group, as identified in this Proxy Statement, and the Bitcoin mining industry generally. We believe that these change in control benefits assist in maximizing stockholder value and maintaining our NEOs’ focus in the period prior to, during and after the change in control event. Our NEO’s change in control severance benefit terms include the following features:

  108. Compensation Upon Termination of Employment Policy

    | ● | enhanced severance benefits in connection with a change in control require a “double trigger” (which is defined as a qualifying termination during a “change in control period”) before a NEO becomes entitled to receive such benefits; and |

  109. Compensation Upon Termination of Employment Policy

    | ● | no severance benefits for a termination for cause, or without good reason. |

  110. Compensation Upon Termination of Employment Policy

    The severance provisions are included in such NEO’s Executive Employment Agreement. Our NEOs are eligible to receive a level of severance benefits as further identified below, reflecting changes adopted January 1, 2026. The tables below exclude Mr. Gibbs, whose employment with the Company ceased on April 12, 2026. Consistent with our compensation strategy, severance is provided only in the event of a qualifying termination (i.e., a termination by the Company without “cause” or by the NEO for “good reason”).

  111. Compensation Upon Termination of Employment Policy

    | Qualifying Termination | CEO, Executive Chairman & Senior Executives – Months of Base Salary | | Termination without Good Reason (with Notice) | 1 month | | Termination Without Cause or Resignation for Good Reason | Lesser of 12 months or remainder of employment term | | Death or Disability | 6 months | | Change in Control "Double Trigger" | 12 months + salary through end of employment term |

  112. Compensation Upon Termination of Employment Policy

    | Qualifying Termination | Chief Operating Officer – Months of Base Salary | | Termination without Good Reason (with Notice) | 3 months | | Termination Without Cause or Resignation for Good Reason | Lesser of 12 months or remainder of employment term | | Death or Disability | Lesser of 12 months or remainder of employment term | | Change in Control "Double Trigger" | Greater of 12 months or remainder of employment term |

  113. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Annual equity award grants to NEOs are generally made on an annual basis on a pre-established schedule, coinciding with the Company’s fiscal year-based performance management cycle, allowing the Board and Compensation Committee to grant new annual equity awards close in time to prior-year performance-based equity award performance appraisals. In 2025, the Board and Compensation Committee determined to adjust the pre-established schedule for annual equity award grants to their regular December meetings (with equity award grant dates of January 1) from the June meetings timeframe (with equity award grant dates of July 1). It is the Compensation Committee’s practice not to grant equity-based awards, generally, when in possession of material nonpublic information, and if such awards are to be granted, our practice is to wait until such material non-public information has been fully disclosed, widely disseminated to the public, and at least 24 hours have passed after such material nonpublic information has been disclosed. Furthermore, the Company does not time the disclosure of material nonpublic information for the purpose of affecting executive compensation value. These practices are governed by the Company’s Insider Trading Policy and Code of Ethics. During the year ended December 31, 2025, Mr. Gibbs was the only NEO to receive a stock option award. This grant, issued under the 2019 Equity Plan on June 10, 2025, consisted of performance-based non-qualified stock options subject to specific milestone vesting conditions. Consistent with Company policy, the grant was made only after all material nonpublic information had been public for a minimum of 24 hours. No other NEOs received stock option awards during 2025. Detailed information regarding the 2025 Chief Data Center Officer Sign-on Option Award—including the number of underlying shares, grant date, exercise price, and vesting terms—is disclosed in the “Grants of Plan-Based Awards for Fiscal 2025” table. For financial reporting purposes, these options are valued based on their grant date fair value as calculated in accordance with FASB ASC Topic 718.

  114. Accounting Treatment

    Accounting Treatment We recognize a non-cash charge to earnings for accounting purposes for equity awards. We expect that our Compensation Committee will continue to review and consider the accounting impact of equity awards in addition to considering the impact for dilution and overhang when determining the amounts and terms of equity grants.

  115. Taxation of Parachute Payments and Deferred Compensation

    Taxation of Parachute Payments and Deferred Compensation We have no obligation to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that they might owe as a result of the application of Section 280G, 4999, or 409A of the Code. However, we may provide additional payments to cover taxes due in connection with the vesting and settlement of PRSAs and RSAs, or otherwise provide for the net settlement of vested PRSAs and RSAs to cover the state and federal withholding obligations, as permitted under the 2019 Equity Plan and approved by the Compensation Committee. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceed certain limits prescribed by the Code, and that the employer may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also may impose significant taxes on a service provider in the event that they receive deferred compensation that does not comply with the requirements of Section 409A of the Code. We have structured our compensation arrangements with the intention of complying with or otherwise being exempt from the requirements of Section 409A of the Code.

  116. Executive Employment Agreements

    Executive Employment Agreements We have entered into employment or services agreements with, and provide post-employment benefits to, our NEOs as follows:

  117. Benjamin Yi, Executive Chairman

    Benjamin Yi, Executive Chairman On January 1, 2026, we entered into an amended and restated executive employment agreement with Mr. Yi, pursuant to which he agreed to serve as our Executive Chairman for a term through January 10, 2031, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Yi’s compensation for his services as our Executive Chairman is $900,000 as annual base salary, paid in cash. Mr. Yi is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 125% of his base salary, and a minimum amount of 0% of his base salary. The Company pays the cash aspect of Mr. Yi’s base salary in accordance with its regular compensation practices. As additional compensation for his services as our Executive Chairman, Mr. Yi is eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yi may receive as compensation for his services as our Executive Chairman will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Executive Chairman.

  118. Jason Les, Chief Executive Officer

    successive twelve-month terms after the expiration of the initial term. Mr. Les’s compensation for his services as our CEO includes $900,000 as annual base salary, paid in cash. Mr. Les is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 125% of his base salary, and a minimum amount of 0% of his base salary. The Company pays the cash aspect of Mr. Les’s base salary in accordance with its regular compensation practices. As additional compensation for his services as our CEO, Mr. Les is eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Les may receive as compensation for his services as our CEO will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our CEO.

  119. Jonathan Gibbs, Former Chief Data Center Officer

    Jonathan Gibbs, Former Chief Data Center Officer Effective as of June 1, 2025, the Company entered into an employment agreement with Mr. Gibbs pursuant to which he agreed to serve as our Chief Data Center Officer, for a twelve-month term, which was eligible to renew for successive twelve-month terms after the expiration of the initial term. Mr. Gibbs’ compensation for his services as our Chief Data Center Officer was $550,000 as annual base salary, paid in cash. Mr. Gibbs was eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which would have been be paid in accordance with the Company’s regular compensation practices. Mr. Gibbs received a sign-on equity award with an aggregate grant date value of approximately $5,000,000 in restricted shares of our common stock which were eligible to vest in four (4) semi-annual installments following the start date, subject to his continued service with the Company through each vesting date. Additionally, Mr. Gibbs was granted a performance-based stock option with an aggregate target grant date value of approximately $10,000,000, which were eligible to become exercisable only upon achievement of predetermined, specified operational and financial milestones outlined in his employment agreement. As additional compensation for his services Mr. Gibbs was also eligible to receive equity awards, which would be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Gibbs received as compensation for his services as our Chief Data Center Officer was awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment. Mr. Gibbs’ employment with the Company ceased on April 12, 2026, pursuant to a Separation Agreement and General Release (the “Separation Agreement”). In connection with the termination of employment, Mr. Gibbs received payment of any accrued obligations or reimbursements through April 12, 2026, and became entitled to a cash severance of twelve months of his base salary ($550,000). In accordance with the terms of Mr. Gibbs’ equity award agreements and Separation Agreement, all unvested equity awards were forfeited immediately upon termination.

  120. Stephen Howell, Chief Operating Officer

    Stephen Howell, Chief Operating Officer Effective January 1, 2026, the Company entered into an executive employment agreement with Mr. Howell, pursuant to which he agreed to serve as our Chief Operating Officer (“COO”), for a term through January 10, 2031, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Howell’s compensation for his services as our COO is $500,000 as annual base salary, paid in cash. Mr. Howell is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services Mr. Howell is also eligible to receive equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Howell may receive as compensation for his services as our COO will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment.

  121. Chief Financial Officer Transition

    services corporation, for an initial term through January 1, 2028, which may be extended for additional twelve-month terms upon mutual written consent. Mr. Yee’s annual fee for his services as our Senior Advisor is $500,000, paid in cash, for the 12 months following March 1, 2026, and commencing on the thirteenth month following the transition, through the remainder of the initial term of his agreement, $240,000, paid in cash. Mr. Yee is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which will be paid in accordance with the Company’s regular compensation practices. Additionally, for his services, Mr. Yee is also eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yee may receive as compensation for his services as our Senior Advisor will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his agreement.

  122. Summary Compensation Table

    Summary Compensation Table The compensation we paid to our NEOs for 2025, 2024 and 2023 is summarized in the table below:

  123. Summary Compensation Table

    | | | | | | | Non-Equity | | | | Name and Principal | | | | Stock | Option | Incentive Plan | All Other | | | Position | Year | Salary | Bonus | Awards(1) | Awards | Compensation(2) | Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Jason M. Les | | | | | | | | | | CEO (Principal Executive Officer) | | | | | | | | | | | 2025 | 1,584,337(3) | — | — | — | 1,827,581(4) | 48,304(5) | 3,460,222 | | | 2024 | 1,334,219(6) | — | 79,263,056(6) | — | 2,893,957(6) | 41,096 | 83,532,328 | | | 2023 | 963,807(7) | — | 10,991,245(7) | — | 1,496,478(7) | 39,060 | 13,490,590 | | Benjamin Yi | | | | | | | | | | Executive Chairman | | | | | | | | | | | 2025 | 1,576,043(8) | — | — | — | 1,867,438(9) | 8,853(10) | 3,452,334 | | | 2024 | 1,365,153(11) | — | 79,263,056(11) | — | 2,865,610(11) | 9,591 | 83,503,410 | | | 2023 | 986,087(12) | — | 10,991,245(12) | — | 1,496,478(12) | 28,539 | 13,502,349 | | Colin Yee | | | | | | | | | | CFO (Principal Financial Officer) | | | | | | | | | | | 2025 | 500,000 | — | — | — | 625,000 | 8,655(13) | 1,133,655 | | | 2024 | 475,000 | — | 19,755,371(14) | — | 863,750 | 8,046 | 21,102,167 | | | 2023 | 400,000 | — | 7,327,477(14) | — | 600,000 | 7,475 | 8,334,952 | | Jonathan Gibbs(15) | | | | | | | | | | Former Chief Data Center Officer | | | | | | | | | | | 2025 | 320,833(16) | — | 4,708,280(16) | 6,989,497 | 641,667 | 14,505(16) | 12,674,783 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Stephen Howell(17) | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | 2025 | 450,000 | — | 6,160,152(18) | — | 562,500 | 28,074(18) | 7,200,726 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  124. Summary Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures, of the RSA, RSUs, PRSAs, and PSUs granted to the NEOs under the LTIP, based on the closing price per share of our common stock as of the grant date, as reported on the Nasdaq Capital Market. The FASB ASC Topic 718 grant date fair value: (a) of one RSA or RSU, in the applicable fiscal year, is the closing price of one share of our stock on the date of grant; and (b) for PRSAs or PSUs, which are subject to performance conditions, is based on the probable outcome of completion of all performance conditions on the grant date, as applicable, determined using a third-party, multifactor Monte Carlo valuation model. These amounts do not necessarily correspond to the actual value that may be recognized by the NEO, which depends, among other things, on the vesting of the applicable RSAs, RSUs, PRSAs, or PSUs, and the closing price per share of our common stock as of settlement of the vested award. For details as to the assumptions used to determine the grant date fair value of the RSAs, RSUs, PRSAs and PSUs, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, 2024 and 2023, respectively. |

  125. Summary Compensation Table

    | (2) Reflects awards of annual non-equity incentive compensation to NEOs and other eligible employees under the AIP, with payouts based on achievement of designated and rigorous Company and individual performance targets during the applicable year. |

  126. Summary Compensation Table

    | (3) Reflects the following amounts paid to Mr. Les as salary compensation for services in 2025 inclusive of: $600,000 in cash and 10.0 Bitcoin (with an aggregate fair value of $984,337 measured as of the quarterly Bitcoin payment date). |

  127. Summary Compensation Table

    | (4) Includes, for Mr. Les $750,000 in cash and 12.5 Bitcoin (with an aggregate fair value of $1,077,581, measured as of the Bitcoin payment date) for 2025 AIP non-equity compensation. |

  128. Summary Compensation Table

    | (5) Reflects the amounts paid on behalf of Mr. Les in 2025 for medical insurance coverage of $18,220, vision and dental insurance coverage of $771, Executive Wellness Program of $19,150, life insurance of $813, disability insurance of $1,158, and 401(k) match of $8,192. |

  129. Summary Compensation Table

    | (6) Reflects amounts paid to Mr. Les as compensation for services in 2024, including salary compensation of: $600,000 in cash, 10.0 Bitcoin (with an aggregate fair value of $734,219 measured as of the quarterly Bitcoin payment date). Includes 376,884 shares of RSAs awarded on July 1, 2024, and up to 5,753,768 PRSAs, 5,000,000 of which were awarded on January 3, 2024, and 753,768 of which were awarded on July 1, 2024 under the Company’s LTIP. The grant date fair value of the 2024 PRSAs at the January 3, 2024 grant date, assuming the highest level of performance conditions will be achieved, is $75,200,000. The grant date fair value of the 2024 PRSAs at the July 1, 2024 grant date, assuming |

  130. Summary Compensation Table

    | 56 | Riot Platforms 2026 Proxy Statement |

  131. Summary Compensation Table

    | the highest level of performance conditions will be achieved, is $7,499,992.The 2024 AIP non-equity compensation for Mr. Les includes: $990,000 in cash and 16.5 Bitcoin (with an aggregate fair value of $1,671,720, measured as of December 31, 2024); and $115,000 in cash and 1.828 Bitcoin (with an aggregate fair value of $117,237 measured as of the Bitcoin payment date) for the 2023 AIP adjustment payout. |

  132. Summary Compensation Table

    | (7) Reflects amounts paid to Mr. Les as compensation for services in 2023, including salary compensation of: $623,473 in cash, 10.0 Bitcoin, and 0.88 Bitcoin paid time off payout compensation (with an aggregate fair value of $340,334 measured as of the quarterly Bitcoin payment date). Includes 184,820 shares of RSAs and up to 369,640 PRSAs, which were awarded on July 13, 2023, under the Company’s LTIP. The grant date fair value of the 2023 PRSAs, assuming the highest level of performance conditions will be achieved, is $7,499,996. The 2023 AIP non-equity compensation for Mr. Les includes: $826,500 in cash and 15 Bitcoin (with an aggregate fair value of $633,978, measured as of December 31, 2023). |

  133. Summary Compensation Table

    | (8) Reflects the following amounts paid to Mr. Yi as salary compensation for services in 2025 inclusive of: $600,000 in cash and 10.0 Bitcoin (with an aggregate fair value of $976,043 measured as of the quarterly Bitcoin payment date). |

  134. Summary Compensation Table

    | (9) Includes, for Mr. Yi: $750,000 in cash and 12.5 Bitcoin (with an aggregate fair value of $1,117,438, measured as of the Bitcoin payment date) for 2025 AIP non-equity compensation. |

  135. Summary Compensation Table

    | (10) Reflects the amounts paid on behalf of Mr. Yi in 2025 for medical insurance coverage of $8,853. |

  136. Summary Compensation Table

    | (11) Reflects the amounts paid to Mr. Yi as compensation for services in 2024, including salary compensation of: $600,000 in cash and 10.0 Bitcoin (with an aggregate fair value of $765,153 measured as of the quarterly Bitcoin payment date). Includes 376,884 shares of RSAs awarded on July 1, 2024, and up to 5,753,768 PRSAs, 5,000,000 of which were awarded on January 3, 2024, and 753,768 of which were awarded on July 1, 2024 under the Company’s LTIP. The grant date fair value of the 2024 PRSAs at the January 3, 2024 grant date, assuming the highest level of performance conditions will be achieved, is $75,200,000. The grant date fair value of the 2024 PRSAs at the July 1, 2024 grant date, assuming the highest level of performance conditions will be achieved, is $7,499,992. The 2024 AIP non-equity compensation for Mr. Yi includes: $990,000 in cash and 16.5 Bitcoin (with an aggregate fair value of $1,642,953, measured as of December 31, 2024); and $115,000 in cash and 1.828 Bitcoin (with an aggregate fair value of $117,657 measured as of the Bitcoin payment date) for the 2023 AIP adjustment payout. |

  137. Summary Compensation Table

    | (12) Reflects the amounts paid to Mr. Yi as compensation for services in 2023, including salary compensation of: $638,462 in cash and 10.0 Bitcoin (with an aggregate fair value of $347,625 measured as of the quarterly Bitcoin payment date). Includes 184,820 shares of RSAs and up to 369,640 PRSAs, which were awarded on July 13, 2023, under the Company’s LTIP. The grant date fair value of the 2023 PRSAs, assuming the highest level of performance conditions will be achieved, is $7,499,996. The 2023 AIP non-equity compensation for Mr. Yi includes: $862,500 in cash and 15.0 Bitcoin (with an aggregate fair value of $633,978, measured as of December 31, 2023). |

  138. Summary Compensation Table

    | (13) Reflects the amounts paid on behalf of Mr. Yee in 2025 for the Executive Wellness Program of $8,655. |

  139. Summary Compensation Table

    | (14) Includes for 2024, 251,256 shares of RSAs awarded on July 1, 2024, and up to 1,502,512 PRSAs, 1,000,000 of which were awarded on January 3, 2024, and 502,512 of which were awarded on July 1, 2024 under the Company’s LTIP. The grant date fair value of the 2024 PRSAs at the January 3, 2024 grant date, assuming the highest level of performance conditions will be achieved, is $15,040,000. The grant date fair value of the 2024 PRSAs at the July 1, 2024 grant date, assuming the highest level of performance conditions will be achieved, is $4,999,994. Includes for 2023, 123,213 shares of RSAs and up to 246,426 PRSAs, which were awarded on July 13, 2023, under the Company’s LTIP. The grant date fair value of the 2023 PRSAs, assuming the highest level of performance conditions will be achieved, is $4,999,984. |

  140. Summary Compensation Table

    | (15) Mr. Gibbs was not a NEO prior to 2025. Mr. Gibbs’ employment with the Company ceased on April 12, 2026. |

  141. Summary Compensation Table

    | (16) Reflects prorated amounts paid to Mr. Gibbs as compensation for services beginning June 1, 2025. Includes 583,430 shares of RSAs and up to 1,166,861 performance-based options, which were awarded on June 10, 2025, as a one-time sign on award. The grant date fair value of the 2025 performance-based options, assuming the highest level of performance conditions will be achieved, is $9,894,981. In connection with Mr. Gibbs’ employment ceasing on April 12, 2026, all unvested shares were immediately forfeited back to the Company. Amounts paid on behalf of Mr. Gibbs in 2025 for medical insurance coverage of $11,230, vision and dental insurance coverage of $584, life insurance of $393, disability insurance of $579, and 401(k) match of $1,719. |

  142. Summary Compensation Table

    | (17) Mr. Howell was not a NEO prior to 2025. |

  143. Summary Compensation Table

    | (18) Includes 221,827 shares of RSAs and up to 443,656 PRSAs, which were awarded on July 1, 2025, under the Company’s LTIP. The grant date fair value of the 2025 PRSAs, assuming the highest level of performance conditions will be achieved, is $5,000,003. Amounts paid on behalf of Mr. Howell in 2025 for medical insurance coverage of $12,876, vision and dental insurance coverage of $772, life insurance of $1,193, disability insurance of $1,158, and 401(k) match of $12,075. |

  144. Summary Compensation Table

    | Riot Platforms 2026 Proxy Statement | 57 |

  145. Grants of Plan-Based Awards Table for Fiscal Year 2025

    Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table presents, for each of our NEOs, information concerning each plan-based award grant made during the year ended December 31, 2025. This information supplements the information about these awards set forth in the foregoing Summary Compensation Table.

  146. Grants of Plan-Based Awards Table for Fiscal Year 2025

    | | | | | | | | All other | All other | | | | | | | | | | | Stock | Option | | Grant | | | | | Estimated Possible | | Estimated Future | | Awards: | Awards: | | Date Fair | | | | | Payouts Under | | Payouts Under | | Number of | Number of | Exercise or | Value of | | | | | Non-Equity Incentive | | Equity Incentive | | Shares of | Securities | Base Price | Stock and | | | | | Plan Awards(1) | | Plan Awards(2) | | Stock or | Underlying | of Option | Option | | | | Type of | Target | Maximum | Target | Maximum | Units(3) | Options(4) | Awards(5) | Awards(6) | | Name | Grant Date | Award | ($) | ($) | (#) | (#) | (#) | (#) | ($)/Sh | ($) | | Jason Les | | | | | | | | | | | | CEO (Principal Executive Officer) | | | | | | | | | | | | | January 10, 2025 | AIP | 1,827,581(7) | 2,949,960(7) | — | — | — | — | — | — | | Benjamin Yi | | | | | | | | | | | | Executive Chairman | | | | | | | | | | | | | January 10, 2025 | AIP | 1,867,438(8) | 2,949,960(8) | — | — | — | — | — | — | | Colin Yee | | | | | | | | | | | | CFO (Principal Financial Officer) | | | | | | | | | | | | | January 10, 2025 | AIP | 625,000 | 1,000,000 | — | — | — | — | — | — | | Jonathan Gibbs | | | | | | | | | | | | Former Chief Data Center Officer | | | | | | | | | | | | | January 10, 2025 | AIP | 641,667 | 1,100,000 | — | — | — | — | — | — | | | June 1, 2025 | RSA | — | | — | — | 583,430 | — | — | 4,708,280 | | | June 10, 2025 | Option | — | | — | — | — | 1,166,861 | 8.07 | 6,989,497 | | Stephen Howell | | | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | | | January 10, 2025 | AIP | 562,500 | 950,000 | — | — | — | — | — | — | | | July 1, 2025 | RSA | — | | — | — | 221,827 | — | — | 2,499,990 | | | July 1, 2025 | PRSA | — | | 221,827 | 443,656 | — | — | — | 3,660,162 |

  147. Grants of Plan-Based Awards Table for Fiscal Year 2025

    (1)The Compensation Committee may grant non-equity incentive plan awards to each of our NEOs under the AIP on an annual basis pursuant to each employment agreement between the Company and such NEO. Target awards for the year ended December 31, 2025, were set at 100% of each NEO’s base salary, with a maximum potential payout of 200% and no minimum threshold. Final payouts are determined by the Compensation Committee based on its assessment of each NEO’s achievement of performance objectives during the year. For further information regarding the AIP, see "2025 Annual Incentive Plan" beginning on page 43 of this Proxy Statement. (2)Reflects the possible range of shares earnable from PRSAs granted in 2025 for the three-year performance period. There is no minimum threshold. (3)Reflects RSAs granted in 2025. (4)Reflects the shares of our common stock underlying stock options granted in 2025, were to expire no later than December 31, 2030, but have since been forfeited. (5)Reflects the exercise price per share for the stock options at the time of grant, which was the closing price on the trading day immediately prior to the employment commencement date. (6)In accordance with SEC requirements, these amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC 718 based upon probable (at target) achievement of the performance goals, excluding the effect of estimated forfeitures. The amounts reported do not reflect compensation actually received by the NEOs. (7)Mr. Les’ base salary for 2025 was $600,000 and 10.0 Bitcoin, and the 2025 AIP target amount for Mr. Les was $600,000 cash and 10.0 Bitcoin (or $874,980, based on the price of one Bitcoin on December 31, 2025, the determination date for calculation under the AIP). The U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Les under the AIP for 2025 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table. (8)Mr. Yi’s base salary for 2025 was $600,000 and 10.0 Bitcoin, and the 2025 AIP target amount for Mr. Yi was $600,000 cash and 10.0 Bitcoin (or $874,980, based on the price of one Bitcoin on December 31, 2025, the determination date for calculation under the AIP). The actual U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Yi under the AIP for 2025 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table.

  148. Grants of Plan-Based Awards Table for Fiscal Year 2025

    | 58 | Riot Platforms 2026 Proxy Statement |

  149. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The Company does not grant equity awards outside of the 2019 Equity Plan. The following table provides information regarding the outstanding equity awards granted under the 2019 Equity Plan to our NEOs as of December 31, 2025:

  150. Outstanding Equity Awards at Fiscal Year End Table

    | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | Equity | | | | | | | Equity | | | | | Incentive | Incentive | | | | | | | Incentive | | | | | Plan | Plan Awards | | | | | | | Plan | | | | | Awards | Market | | | | | | | Awards: | | | | Market | Number of | Value of | | | | | Number of | Number of | Number of | | | Number of | Value of | Unearned | Unearned | | | | | Securities | Securities | Securities | | | Shares or | Shares or | Shares or | Shares or | | | | | Underlying | Underlying | Underlying | | | Units of | Units of | Units of | Units of | | | | | Unexercised | Unexercised | Unexercised | Option | | Stock That | Stock That | Stock That | Stock That | | | | | Options | Options | Unearned | Exercise | Option | Have Not | Have Not | Have Not | Have Not | | | | Type of | (#) | (#) | Options | Price | Expiration | Vested(1) | Vested(2) | Vested(1) | Vested(2) | | Name | Grant Date | Award(1) | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | # | ($) | | Jason Les(3) | | | | | | | | | | | | | CEO (Principal Executive Officer) | | | | | | | | | | | | | | July 13, 2023 | RSA | — | — | — | — | — | 61,608 | 780,573 | — | — | | | July 13, 2023 | PRSA | — | — | — | — | — | — | — | 369,640 | 4,683,339 | | | January 3, 2024 | PRSA | — | — | — | — | — | — | — | 5,000,000 | 63,350,000 | | | July 1, 2024 | RSA | — | — | — | — | — | 251,256 | 3,183,414 | — | — | | | July 1, 2024 | PRSA | — | — | — | — | — | — | — | 753,768 | 9,550,241 | | Benjamin Yi(4) | | | | | | | | | | | | | Executive Chairman | | | | | | | | | | | | | | July 13, 2023 | RSA | — | — | — | — | — | 61,608 | 780,573 | — | — | | | July 13, 2023 | PRSA | — | — | — | — | — | — | — | 369,640 | 4,683,339 | | | January 3, 2024 | PRSA | — | — | — | — | — | — | — | 5,000,000 | 63,350,000 | | | July 1, 2024 | RSA | — | — | — | — | — | 251,256 | 3,183,414 | — | — | | | July 1, 2024 | PRSA | — | — | — | — | — | — | — | 753,768 | 9,550,241 | | Colin Yee(5) | | | | | | | | | | | | | CFO (Principal Financial Officer) | | | | | | | | | | | | | | July 13, 2023 | RSU | — | — | — | — | — | 41,071 | 520,370 | — | — | | | July 13, 2023 | PSU | — | — | — | — | — | — | — | 246,426 | 3,122,217 | | | January 3, 2024 | PSU | — | — | — | — | — | — | — | 1,000,000 | 12,670,000 | | | July 1, 2024 | RSU | — | — | — | — | — | 167,504 | 2,122,276 | — | — | | | July 1, 2024 | PSU | — | — | — | — | — | — | — | 502,512 | 6,366,827 | | Jonathan Gibbs(6) | | | | | | | | | | | | | Former Chief Data Center Officer | | | | | | | | | | | | | | June 10, 2025 | RSA | — | — | — | — | — | 437,573 | 5,544,050 | — | — | | | June 10, 2025 | Option | — | — | 1,166,861 | 8.07 | 12/31/2030 | — | — | — | — | | Stephen Howell(7) | | | | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | | | | July 13, 2023 | RSA | — | — | — | — | — | 8,215 | 104,084 | — | — | | | July 13, 2023 | PRSA | — | — | — | — | — | — | — | 49,284 | 624,428 | | | January 3, 2024 | PRSA | — | — | — | — | — | — | — | 300,000 | 3,801,000 | | | July 1, 2024 | RSA | — | — | — | — | — | 83,752 | 1,061,138 | — | — | | | July 1, 2024 | PRSA | — | — | — | — | — | — | — | 251,256 | 3,183,414 | | | July 1, 2025 | RSA | — | — | — | — | — | 221,827 | 2,810,548 | — | — | | | July 1, 2025 | PRSA | — | — | — | — | — | — | — | 443,656 | 5,621,122 |

  151. Outstanding Equity Awards at Fiscal Year End Table

    (1)All awards were granted under the 2019 Equity Plan pursuant to equity award agreements between the NEOs and the Company as of the grant date shown. All options granted were nonqualified stock options that were performance-based stock options which were eligible to vest as to one-third (1/3) and become exercisable by December 31, 2029 contingent upon Riot’s achievement of specified performance objectives. The exercise price for all stock options is the closing market price of our common stock on the trading day immediately prior to the Sunday, June 1, 2025, start date, in accordance with Mr. Gibbs’ executive employment agreement. All such stock options have since been forfeited in connection with Mr. Gibbs’ mutual separation from the Company. For additional information, see “2025 Chief Data Center Officer Sign-on Option Award” on page 49 of this Proxy Statement. RSAs and RSUs vest upon specified vesting dates (e.g., vesting in arrears following the end of each fiscal year completed after the grant date), provided the NEO’s service with the Company has not ceased prior to the vesting date. Unvested PRSAs and PSUs are eligible to vest upon the Company’s achievement of specified performance metrics and targets (specified under the LTIP, as applicable), provided the NEO’s service with the Company has not ceased prior to the date the Compensation Committee certifies the achievement of the specified performance metrics and targets (or a portion thereof) relating to the awards, as specified under the LTIP. Subject to any provisions relating to accelerated vesting upon a change in control or post-termination, unvested RSAs, PRSAs, RSUs and PSUs are subject to forfeiture if a separation from service occurs prior to the vesting event. See “Potential Post-Employment Benefits” beginning on page 62 of this Proxy Statement. For additional information regarding the LTIP, see “Long-Term Equity Incentives” on page 46 of this Proxy Statement. (2)Based on the closing price per share of our common stock on December 31, 2025 of $12.67, as reported on the Nasdaq Capital Market.

  152. Outstanding Equity Awards at Fiscal Year End Table

    | Riot Platforms 2026 Proxy Statement | 59 |

  153. Outstanding Equity Awards at Fiscal Year End Table

    (3)Includes: (a) 184,820 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 369,640 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 5,000,000 unvested PRSAs granted January 3, 2024 (see “2023 LTIP Performance-based Award Payouts” beginning on page 48 of this Proxy Statement) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA LTIP award granted on July 13, 2023, (d) 376,884 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 753,768 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the target award, depending on the Company’s future performance. (4)Includes: (a) 184,820 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 369,640 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 5,000,000 unvested PRSAs granted January 3, 2024 (see “2023 LTIP Performance-based Award Payouts” beginning on page 48 of this Proxy Statement) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 376,884 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 753,768 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the target award, depending on the Company’s future performance. (5)Includes: (a) 123,213 RSUs granted July 13, 2023 under the LTIP which are eligible to vest as to one-third (1/3) per year through July 1, 2026, (b) up to a maximum of 246,426 unvested PSUs which are eligible to vest, if at all, July 31, 2026, (c) up to a maximum of 1,000,000 unvested PSUs granted January 3, 2024 (see “2023 LTIP Performance-based Award Payouts” beginning on page 48 of this Proxy Statement) which are eligible to vest, if at all, July 31, 2026, (d) 251,256 RSUs granted July 1, 2024 under the LTIP which are eligible to vest as to one-third (1/3) per year through July 1, 2027, and (e) up to a maximum of 502,512 unvested PSUs which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs and PSUs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the target award, depending on the Company’s future performance. (6)On April 12, 2026, Mr. Gibbs’ employment with the Company ceased, and all unvested shares were forfeited back to the Company. Includes: (a) 583,430 RSAs granted in connection with Mr. Gibbs’ service as the Chief Data Center Officer which are eligible to vest in four approximately equal tranches semi-annually, through June 1, 2027, and (b) up to 1,166,861 performance-based stock options which are eligible to vest as to one-third (1/3) and become exercisable by December 31, 2029 contingent upon Riot’s achievement of specified performance objectives. See “2025 Chief Data Center Officer Sign-on Option Award” on page 49 of this Proxy Statement. (7)Includes: (a) 24,643 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 49,284 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 300,000 unvested PRSAs granted January 3, 2024 (see “2023 LTIP Performance-based Award Payouts” beginning on page 48 of this Proxy Statement) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 125,628 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one-third (1/3) per year through July 1, 2027, (e) up to a maximum of 251,256 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027, (f) 221,827 RSAs granted July 1, 2025 under the LTIP which are eligible to vest as to one third (1/3) per year through January 1, 2028, and (g) up to a maximum of 443,656 unvested PRSAs granted on July 1, 2025, which are eligible to vest, if at all, on January 1, 2028. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

  154. Outstanding Equity Awards at Fiscal Year End Table

    | 60 | Riot Platforms 2026 Proxy Statement |

  155. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table presents, for each of the NEOs, the number of shares of the Company’s common stock underlying the stock options and stock grants which vested during 2025, as well as the aggregate value realized upon the exercise of such vested options and the settlement of such vested stock grants.

  156. Option Exercises and Stock Vested Table

    | | | Option Awards | | Stock Awards | | | | | Number of | | Number of | | | | | Shares | Value | Shares | Value | | | | Acquired | Realized | Acquired | Realized | | | | Upon | Upon | Upon | Upon | | | Type of | Exercise | Exercise | Vesting | Vesting(1) | | Name | Award | (#) | ($) | (#) | ($) | | Jason Les | | | | | | | CEO (Principal Executive Officer) | | | | | | | | RSA | — | — | 61,606 | 694,300 | | | RSA | — | — | 125,628 | 1,415,828 | | Benjamin Yi | | | | | | | Executive Chairman | | | | | | | | RSA | — | — | 61,606 | 694,300 | | | RSA | — | — | 125,628 | 1,415,828 | | Colin Yee | | | | | | | CFO (Principal Financial Officer) | | | | | | | | RSU | — | — | 83,752 | 943,886 | | | RSU | — | — | 41,071 | 408,656 | | Jonathan Gibbs | | | | | | | Former Chief Data Center Officer | | | | | | | | RSA | — | — | 145,857 | 2,257,866 | | Stephen Howell | | | | | | | Chief Operating Officer | | | | | | | | RSA | — | — | 8,214 | 92,572 | | | RSA | — | — | 41,876 | 471,943 |

  157. Option Exercises and Stock Vested Table

    | (1) Calculated by multiplying (i) the fair market value of the Company’s common stock on the vesting date, which was determined using the closing price on the Nasdaq Capital Market of a share of the Company’s common stock on the date of vesting, or if such day falls on a weekend or holiday, on the immediately preceding trading day, by (ii) the number of shares of the Company’s common stock underlying the vested RSA or RSU, as appropriate. |

  158. Option Exercises and Stock Vested Table

    | Riot Platforms 2026 Proxy Statement | 61 |

  159. CEO Pay Ratio

    CEO Pay Ratio We are required under Item 402(u) of Regulation S-K to calculate and disclose our “CEO pay ratio.” We conduct our business within the continental United States and as of December 31, 2025, we had 816 employees, of whom approximately 0.9% are located outside the United States. We have not excluded employees located outside the United States when identifying the median employee. We used total compensation to determine the median employee as of December 31, 2024, which includes (i) annual base salary plus annual incentives paid to salaried employees and (ii) hourly salary rate times annual hours plus additional adjustments for annual incentives, shift differentials, actual overtime rates, and other cash allowances paid to hourly employees and any equity granted to eligible employees. As there has been no material change to our employee population or employee compensation programs that we reasonably believe would result in a significant change to our pay ratio disclosure, we have continued to identify the same employee reported for 2024 as our median employee for 2025. The annual total compensation of the median employee of the Company, excluding our CEO, was $64,137.87, and the annual total compensation of our CEO was $3,460,222, see “Summary Compensation Table” on page 56 of this Proxy Statement. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all employees (excluding the CEO) was 54:1. The ratio and annual total compensation amount of the median employee are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. The Company notes that its ratio and annual total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee may vary significantly among companies.

  160. CEO Pay Ratio

    | 64 | Riot Platforms 2026 Proxy Statement |

  161. Pay vs. Performance

    Pay vs. Performance The following tables summarize the relationship between executive compensation for our principal executive officer (“PEO” or also known as CEO) and other NEOs and financial performance measures for the Company’s five (5) most recently completed fiscal years, calculated in accordance with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and Section 953(a) of the Dodd-Frank Act, and it does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and compensation paid to its NEOs. For discussion of how Riot views its executive compensation, including alignment with the Company’s performance, see “Compensation Discussion and Analysis” beginning on page 31 of this Proxy Statement. Please review the tables and associated narrative and graphical disclosure together for a more complete presentation of such relationship over the periods presented.

  162. Pay vs. Performance

    | | | | | | Average | | | | | Company | | | | | | | Summary | Average | Value of Initial Fixed | | | Selected | | | Summary | Summary | | | Compensation | Compensation | $100 Investment | | | Measure | | | Compensation | Compensation | Compensation | Compensation | Table Total | Actually Paid | Based On: | | Net | Adjusted | | | Table Total | Table Total for | Actually | Actually Paid to | Paid | to | | Peer | Income (loss) | EBITDA | | | for | Mr. | Paid to | Mr. | to non-PEO | non-PEO | | Group | (in | (in | | | Mr. Les(1) | McGonegal(2) | Mr. Les(3) | McGonegal(3) | NEOs(4) | NEOs(3)(4) | TSR | TSR | thousands) | thousands)(9) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 3,460,222 | — | 19,491,919 | — | 6,115,375 | 14,819,967 | 74.57 | 92.95(5) | (663,181) | 12,956 | | 2024 | 83,532,328 | — | 55,439,295 | — | 36,724,800 | 26,210,124 | 911.61 | 383.88(6) | 109,401 | 463,189 | | 2023 | 13,490,590 | — | 42,806,252 | — | 9,658,511 | 18,573,480 | 1,381.25 | 146.52(7) | (49,472) | 214,021 | | 2022 | 21,500,269 | — | 4,979,102 | — | 7,788,383 | 377,785 | 302.68 | 105.56(8) | (509,553) | (67,193) | | 2021 | 21,876,868 | 18,196,470 | 23,262,732 | 10,634,670 | 17,197,333 | 12,682,777 | 1,993.75 | 134.57(8) | (15,437) | 74,909 |

  163. Pay vs. Performance

    (1)Mr. Les became the CEO of Riot and its PEO on February 8, 2021, succeeding Jeffrey McGonegal. Amounts reported for 2021 include all compensation paid to Mr. Les during the year, as reported on the Summary Compensation Table (“SCT”), in their entirety. (2)Mr. McGonegal served as Riot’s CEO from February 15, 2019, and as CEO and Chief Financial Officer (principal financial officer) from his appointment as of August 15, 2019 until he was succeeded by Mr. Les as CEO. Thereafter, Mr. McGonegal continued in his role as Chief Financial Officer until his retirement and transition to his present role as Senior Advisor to the Company as of September 26, 2022. Accordingly, the amounts reported for 2021 include the total compensation paid to Mr. McGonegal for 2021, as reported on the SCT, in their entirety. (3)Compensation Actually Paid (“CAP”) reflects the total compensation reported in the SCT for the applicable year adjusted to include or exclude the amounts shown in the tables below:

  164. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return Due to the relative nascence of our industry, prior to 2023 we did not compare our performance with a self-constructed peer group and instead utilized the RUSSELL 2000 Index. We established a Peer Group as of 2023, which has subsequently been amended as further described in the Compensation Discussion and Analysis — Factors Considered in Setting Compensation and Role of Peer Data section of this Proxy Statement. Historical stock performance is not necessarily indicative of future stock performance. The following graph shows a comparison of the Company’s TSR, CAP, and that of the members of our 2024 Peer Group and 2025 Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2020, that was held through the end of each year listed in the first table set forth. The 2024 Peer Group TSR consists of: MARA Holdings Inc. (MARA), Hut 8 Corp. (HUT), CleanSpark, Inc. (CLSK), HIVE Digital Technologies, Ltd. (HIVE), Bit Digital, Inc. (BTBT), TeraWulf Inc. (WULF), and Mawson Infrastructure Group, Inc. (MIGI). The 2025 Peer Group TSR consists of: A10 Networks (ATEN), AppFolio, Inc. (APPF), CleanSpark, Inc. (CLSK), Fastly, Inc. (FSLY), Hut 8 Corp. (HUT), MARA Holdings (MARA), MicroStrategy, Inc. (MSTR), Rapid7, Inc. (RPD), Repay Holdings Corp. (RPAY), and TeraWulf Inc. (WULF).

  165. Compensation Actually Paid vs. Total Shareholder Return

    | 68 | Riot Platforms 2026 Proxy Statement |

  166. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income As shown in the chart below, the year-over-year changes in our CAP from 2021 to 2022, from 2022 to 2023, from 2023 to 2024, and from 2024 to 2025 generally correlated with our Net Income over the same period, decreasing from 2021 to 2022, increasing again from 2022 to 2023 and 2023 to 2024, then decreasing from 2024 to 2025. This is largely due to our overall compensation mix, a substantial portion of which is equity-based performance shares and heavily impacted by our stock price. Year-over-year changes in CEO CAP over the same period are more pronounced due to the impact of performance-based equity compensation, which makes up a substantially larger portion of the total target direct compensation paid to our CEO than it does for our other NEOs. All performance shares vest over three (3) years. In 2025, our CEO did not receive equity compensation causing the CEO CAP decrease.

  167. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA As shown in the chart below, the year-over-year changes in our CAP from 2021 to 2022, and from 2022 to 2023 generally correlated with our Adjusted EBITDA over the same period, decreasing from 2021 to 2022, and increasing from 2022 to 2023. The Company’s Adjusted EBITDA from 2023 to 2024 increased, and from 2024 to 2025 decreased. The 2022 decrease in Adjusted EBITDA was largely due to impairment charges to certain intangible assets, including the Bitcoin held by the Company following the decline in the market value of Bitcoin during that period. The changes in CAP are primarily due to our overall pay mix, a large portion of which is equity-based performance shares and heavily impacted by stock price, as discussed above. The 2023 and 2024 increases in Adjusted EBITDA were largely due to higher Bitcoin mining revenue resulting from our increase in deployed hash rate and higher Bitcoin prices, increases in the value of our Bitcoin held from higher Bitcoin prices, and increases in power curtailment credits as disclosed in our 2023 and 2024 Annual Reports. From 2024 to 2025 our Adjusted EBITDA decreased due to several non-cash charges and mark to market pricing on our held Bitcoin.

  168. Compensation Actually Paid vs. Adjusted EBITDA

    | Riot Platforms 2026 Proxy Statement | 69 |