Riot Platforms, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
RIOT$18.08+2.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
We have filed the following documents as part of this Annual Report:
| 1. | Consolidated financial statements |
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| Reports of Independent Registered Public Accounting Firms | F-1 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 | F-4 |
| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 | F-5 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
| 2. | Financial statement schedules |
All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.
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| 3.Index of exhibits | |||
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| Exhibit | Description | | Location* |
| 3.1 | Articles of Incorporation, dated September 19, 2017. | | Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017. |
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| 3.2 | Articles of Merger between Bioptix, Inc., and Riot Blockchain, Inc. | | Exhibit 3.1 of the Current Report on Form 8-K filed October 4, 2017. |
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| 3.3 | Certificate of Amendment to the Articles of Incorporation of Riot Blockchain, Inc., dated November 21, 2022. | | Exhibit 3.1 of the Current Report on Form 8-K filed November 23, 2022. |
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| 3.4 | Certificate of Amendment to the Articles of Incorporation of Riot Platforms, Inc. dated June 13, 2024. | | Exhibit 3.1 of the Current Report on Form 8-K filed June 18, 2024. |
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| 3.5 | Articles of Merger between Riot Blockchain, Inc. and Riot Platforms, Inc., effective December 30, 2022. | | Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023. |
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| 3.6 | Amended and Restated Bylaws of Riot Platforms, Inc. effective June 27, 2023. | , | Exhibit 3.1 of the Current Report on Form 8-K filed June 30, 2023. |
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| 4.1 | Certificate of Designations, Preferences and Rights of the 0% Series B Convertible Preferred Stock of the Company. | | Exhibit 3.1 of the Current Report on Form 8-K filed November 3, 2017. |
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| 4.2 | Amendment to Certificate of Designation of 0% Series B Convertible Preferred Stock of the Company. | | Exhibit 3.1 of the Current Report on Form 8-K filed December 21, 2017. |
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| 4.3 | Indenture, dated as of December 11, 2024, by and between Riot Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee. | | Exhibit 4.1 of the Current Report on Form 8-K filed December 11, 2024. |
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| 4.4 | Form of 0.75% Convertible Senior Note due 2030. | | Exhibit 4.2 (included within Exhibit 4.1) of the Current Report on Form 8-K filed December 11, 2024. |
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| 4.5 | Form of Senior Secured Convertible Promissory Note dated as of January 28, 2019. | | Exhibit 4.1 of the Current Report on Form 8-K filed February 1, 2019. |
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| 4.6 | Form of Common Stock Purchase Warrant Agreement, dated as of January 28, 2019. | | Exhibit 4.2 of the Current Report on Form 8-K filed February 1, 2019. |
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| 4.7 | Form of Registration Rights Agreement, dated as of January 28, 2019. | | Exhibit 10.03 of the Current Report on Form 8-K filed February 1, 2019. |
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| 4.8 | Form of Escrow Deposit Agreement. | | Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018. |
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| 4.9 | Shareholder Agreement, dated as of May 26, 2021, by and between Riot Blockchain, Inc. and Northern Data AG. | | Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021. |
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| Exhibit | Description | | Location* |
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| 10.1 + | 2019 Equity Incentive Plan. | | Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed September 20, 2019. |
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| 10.2 + | First Amendment to the 2019 Equity Incentive Plan. | | Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020. |
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| 10.3+ | Second Amendment to the 2019 Equity Incentive Plan. | | Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021. |
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| 10.4 + | Third Amendment to the 2019 Equity Incentive Plan. | | Exhibit 10.1 of the Current Report on Form 8-K filed August 2, 2022. |
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| 10.5 + | Fourth Amendment to the 2019 Equity Incentive Plan. | | Exhibit 4.1 of the Current Report on Form 8-K filed June 30, 2023. |
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| 10.6 + | Fifth Amendment to the 2019 Equity Incentive Plan. | | Exhibit 4.1 of the Current Report on Form 8-K filed December 20, 2023. |
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| 10.7 + | Sixth Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc. | | Exhibit 4.1 of the Current Report on Form 8-K filed June 18, 2024. |
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| 10.8 + | 2019 Equity Incentive Plan of Riot Platforms, Inc., as amended. | | Exhibit 4.2 of the Current Report on Form 8-K filed June 18, 2024. |
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| 10.9 + | Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan. | | Exhibit 4.7 of the Registration Statement on Form S-8 filed November 15, 2021. |
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| 10.10 + | Form of Service-Based Restricted Stock Award Agreement. | | Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022. |
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| 10.11 + | Form of Riot Platforms, Inc. Long-Term Incentive Program Award Agreement. | | Exhibit 10.1 of the Current Report on Form 8-K filed July 19, 2023. |
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| 10.12 + | Form of Riot Platforms, Inc. Long-Term Incentive Program Performance Award Agreement. | | Exhibit 10.1 of the Current Report on Form 8-K filed January 2, 2026. |
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| 10.13 + | Form of Riot Platforms, Inc. Long-Term Incentive Program Service Award Agreement. | | Exhibit 10.2 of the Current Report on Form 8-K filed January 2, 2026. |
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| 10.14 + | Form of Riot Platforms, Inc. Long-Term Incentive Program Performance Award Agreement (Units). | | Exhibit 10.3 of the Current Report on Form 8-K filed January 2, 2026. |
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| 10.15 + | Form of Riot Platforms, Inc. Long-Term Incentive Program Service Award Agreement (Units). | | Exhibit 10.4 of the Current Report on Form 8-K filed January 2, 2026. |
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| 10.16 + | Form of Amended and Restated Executive Employment Agreement. | | Exhibit 10.1 of the Current Report on Form 8-K filed November 26, 2024. |
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| 10.17 + | Amended and Restated Executive Employment Agreement, by and between the Company and Jason Chung, dated as of January 1, 2026. | | Filed herewith. |
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| Exhibit | Description | | Location* |
| 10.18 + | Amended and Restated Executive Employment Agreement, by and between the Company and William Jackman, dated as of January 1, 2026. | | Filed herewith. |
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| 10.19 + | Amended and Restated Executive Employment Agreement, by and between the Company and Jason Les, dated as of January 1, 2026. | | Filed herewith. |
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| 10.20 + | Amended and Restated Executive Employment Agreement, by and between the Company and Benjamin Yi, dated as of January 1, 2026. | | Filed herewith. |
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| 10.21 + | Amended and Restated Professional Services Agreement, by and between the Company and Clear Capital Management Corporation, dated as of January 1, 2026. | | Filed herewith. |
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| 10.22 + | Indemnification Agreement of Riot Platforms, Inc. | | Exhibit 10.1 of the Current Report on Form 8-K filed June 18, 2024. |
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| 10.23 | Stock Purchase Agreement dated as of April 8, 2021, by and among Riot Blockchain, Inc., Whinstone US, Inc., and Northern Data AG. | | Exhibit 2.1 of the Current Report on Form 8-K filed April 9, 2021. |
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| 10.24 | Membership Interest Purchase Agreement dated as of December 1, 2021 by and among Riot Blockchain, Inc., Electrode Acquisition Corp., and Steven R. Ferrie and David P. Franzmann. | | Exhibit 2.1 of the Current Report on Form 8-K filed December 1, 2021. |
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| 10.25 † | Master Purchase and Sale Agreement between Riot Platforms, Inc. and MicroBT, dated as of June 23, 2023. | | Exhibit 10.1 of the Current Report on Form 8-K filed June 30, 2023. |
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| 10.26 † | Purchase Order No. 01, dated as of June 23, 2023, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT. | | Exhibit 10.1, Appendix 3.1.2, of the Current Report on Form 8-K filed June 30, 2023. |
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| 10.27 † | Purchase Order No. 02, dated as of December 1, 2023, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT. | | Exhibit 10.1 of the Current Report on Form 8-K filed December 6, 2023. |
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| 10.28 | Purchase Order No. 03, dated as of February 23, 2024, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT. | | Exhibit 10.1 of the Current Report on Form 8-K filed February 27, 2024. |
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| 10.29 ** | Controlled Equity OfferingSM Sales Agreement, dated as of August 9, 2024, by and among Riot Platforms, Inc. and the Sales Agents. | | Exhibit 1.2 of the Form S-3ASR August 9, 2024. |
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| 10.30 ** | Sales Agreement, dated as of December 30, 2025, by and among Riot Platforms, Inc. and the Sales Agents. | | Exhibit 1.1 of the Current Report on Form 8-K filed December 31, 2025. |
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| Exhibit | Description | | Location* |
| 10.31 †** | NYDIG Digital Asset Custodial Agreement, dated as of November 1, 2023, between NYDIG Trust Company LLC and Riot Platforms, Inc. | | Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed November 4, 2024. |
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| 10.32 † | Coinbase Prime Broker Agreement, dated as of December 16, 2024, between Coinbase, Inc., on behalf of itself and certain affiliates, and Riot Platforms, Inc. | | Exhibit 10.1 of the Current Report on Form 8-K filed December 20, 2024. |
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| 10.33 | Settlement Agreement by and between Riot Platforms, Inc. and Bitfarms Ltd., dated September 23, 2024. | | Exhibit 1 of the Schedule 13D/A filed September 23, 2024. |
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| 10.34 †** | Credit Agreement, dated April 22, 2025, between Riot Platforms, Inc. and Coinbase Credit, Inc. | | Exhibit 10.1 of the Current Report on Form 8-K filed April 25, 2025. |
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| 10.35 †** | Purchase and Sale Agreement, dated April 28, 2025, by and among Whinstone and Rhodium Encore LLC and its affiliates. | | Exhibit 10.1 of the Current Report on Form 8-K filed May 1, 2025. |
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| 10.36 †** | Amended and Restated Credit Agreement, dated May 19, 2025, between Riot Platforms, Inc. and Coinbase Credit, Inc. | | Exhibit 10.1 of the Current Report on Form 8-K filed May 23, 2025. |
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| 14.1 | Riot Platforms, Inc. Code of Ethics and Business Conduct Adopted June 27, 2023. | | Exhibit 14.1 of the Current Report on Form 8-K filed June 30, 2023. |
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| 16.1 | Letter of Marcum LLP to the Securities and Exchange Commission, dated May 22, 2023. | | Exhibit 16.1 of the Current Report on Form 8-K filed May 22, 2023. |
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| 19.1 | Insider Trading Policy. | | Filed herewith. |
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| 21.1 | List of Subsidiaries of Riot Platforms, Inc. | | Filed herewith. |
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| 23.1 | Consent of Deloitte & Touche LLP. | | Filed herewith. |
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| 31.1 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer). | | Filed herewith. |
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| 31.2 | Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer). | | Filed herewith. |
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| 32.1 | Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer). | | Furnished herewith. |
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| 32.2 | Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer). | | Furnished herewith. |
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| Exhibit | Description | | Location* |
| 97.1 | Riot Platforms Inc. Policy for the Recovery of Erroneously Awarded Compensation. | | Exhibit 97 of the Annual Report on Form 10-K filed February 23, 2024. |
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| 101 | Inline XBRL (Extensible Business Reporting Language). The following from this Annual Report, formatted in iXBRL (inline XBRL): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023; (iii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023; and (vi) Notes to Consolidated Financial Statements. | | Filed herewith. |
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| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document. | | Filed herewith. |
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| * | Where an exhibit is indicated, that document has been previously filed with the SEC and the applicable exhibit is incorporated herein by reference. | ||
| † | Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. | ||
| ** | Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments. | ||
| + | Indicates a management contract or compensatory plan or arrangement. | ||
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