Riot Platforms, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

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RIOT PLATFORMS, INC.

(Name of Registrant as Specified in its Charter)

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Letter to our Stockholders

Fellow Stockholders:

On behalf of the Board of Directors (the “Board”) of Riot Platforms, Inc., a Nevada corporation [Nasdaq: “RIOT”] (“Riot” or the “Company”), we are pleased to invite you to attend the 2026 annual general meeting of the Company’s stockholders (the “Annual Meeting”) to be held at 12:00 p.m. (Eastern Time) on Tuesday, June 9, 2026. The Annual Meeting will be held exclusively online as a virtual-only meeting to facilitate stockholder attendance and provide a consistent experience to all stockholders regardless of location. The live webcast of the meeting will be available via the virtual meeting portal at:

www.virtualstockholdermeeting.com/RIOT2026

The accompanying Notice of Annual General Meeting of Stockholders and proxy statement (the “Proxy Statement”) provide details about the Annual Meeting, including additional information regarding virtual attendance, which can be found on page 85 of the Proxy Statement.

We are pleased to share the Board’s perspectives on Riot’s performance and accomplishments during 2025 and its strategic priorities beginning in 2026.

Board Oversight and Focus

To further strengthen its expertise in support of the Company's ongoing strategic evolution, the Board welcomed three new independent directors in early 2025. Additionally, in 2025, the Board led the Company into its new era, developing the Company’s power assets at its Navarro County, Texas (the “Corsicana Facility”) and Rockdale, Texas (the “Rockdale Facility”) facilities for non-mining data center applications. This strategic business evolution focuses onleveraging our core competencies in power optimization, strategic land acquisition, engineering design, and construction execution to begin actively pursuing opportunities to develop and monetize portions of our existing facilities and power pipeline through the provision of data center leasing services. The Board and management remain committed to upholding responsible corporate governance practices, with an emphasis on risk management and intelligent growth, to ensure Riot continues to adhere to our core values. The Board aims to enhance Company performance, compliance, and execution, ultimately delivering value to all of our stockholders.

Company Performance in 2025

The year 2025 was one of strong performance. We generated record revenue of $647.4 million, primarily driven by a significant improvement in the operating efficiency of our Bitcoin mining operations and completion of Phase I of the Bitcoin build-out at our Corsicana Facility, which equipped us with up to 400 additional megawatts (“MW”) of developed capacity for Bitcoin mining.

The Company, through its subsidiary Whinstone US, Inc. (“Whinstone”), completed a settlement with Rhodium Encore LLC and its affiliates (“Rhodium”), pursuant to which Whinstone acquired certain assets at the Rockdale Facility, assumed approximately 125 MW of associated power capacity, terminated the legacy hosting agreements with Rhodium, and settled all existing litigation between the parties (“Rhodium Settlement”). As a result of the Rhodium Settlement, the Rockdale Facility’s available power capacity is now dedicated to Riot and its subsidiaries, and the legacy hosting contracts were terminated.

By expanding our infrastructure, we made progress in 2025 towards increasing our Bitcoin mining power to enhance our share of global hash rate and optimize revenue potential of our operations. As of December 31, 2025, we operated with a total hash rate capacity of 38.5 exahash per second (“EH/s”), which enabled us to mine 5,686 Bitcoin in 2025.

We believe that maintaining a strong focus on cost-efficiency will provide Riot with a solid foundation to pursue its strategic growth initiatives and, ultimately, enhance stockholder value. Our 2025 results demonstrate that Riot’s vertical

integration strategy and management team delivered consistent and sustainable performance throughout the year. We believe our size and scale, and the strength of our balance sheet, continue to provide us with a competitive advantage as we expand into the digital infrastructure space. We are pleased with the Company’s trajectory and remain committed to maximizing efficient growth.

Investments in Riot’s Future

In addition to the significant strides we made with respect to our Bitcoin mining business over the last year, we continued to evolve our Board and governance to support our strategic priorities, including the development of a scalable data center platform for artificial intelligence and high-performance computing applications. The Board has overseen substantial investments in the Company’s future through development, acquisitions, and talent management. In January 2026, the Company announced the acquisition of the approximately 200-acre parcel of land underlying the Rockdale Facility, which the Company previously occupied pursuant to a long-term lease. This strategic acquisition enhances the Company's operational stability by securing direct ownership of the site’s critical infrastructure, including its grid interconnection, dedicated water supply, and redundant fiber connectivity. Additionally, in January 2026, we announced the execution of a long-term data center lease agreement (the “AMD Lease”) with Advanced Micro Devices, Inc. (“AMD”), to initially provide 25 MW of critical IT load capacity at the Rockdale Facility. The AMD Lease has an initial term of ten (10) years and provides for expansion options for up to an additional 75 MW of critical IT load capacity, and a right of first refusal of up to an additional 100 MW. The AMD Lease includes provisions for three (3) successive five-year renewal terms at the option of the lessee. In April 2026, the Company entered into an amendment to the AMD Lease under which AMD exercised 25 MW of their expansion option, bringing total contracted critical IT load capacity to 50 MW and replacing the 100 MW right of first refusal with an additional 100 MW option.

Historically, the Company has primarily financed its strategic growth through the issuance of equity. In 2025, the Company determinedto balance long-term value appreciation with operational flexibility and liquidity management. We selectively sell or leverage portions of our Bitcoin holdings, and may continue to do so in the future, to fund operational needs, capital expenditures, and strategic initiatives, particularly when market conditions present opportunistic pricing above predetermined thresholds that we believe maximize stockholder value. Additionally, in 2025, the Company entered into a $200 million secured revolving credit facility with Coinbase Credit, Inc., providing additional liquidity and flexibility to pursue key strategic initiatives and general corporate purposes. The Company is constantly exploring ways to reduce its cost of capital and will consider carefully structured debt financing as part of its strategy moving forward.

Since 2017, our Board and management team have helped the Company expand its operations through various business cycles, market volatility, regulatory hurdles, a global pandemic, and an evolving global supply chain. Through these challenges, our Board and management team have continued to believe in the Company’s long-term success and ability to pivot, as necessary or desirable, based on the frequent evolution of the Bitcoin industry. As we advance our expansion into data center development, we are committed to maximizing our power infrastructure and expanding our capabilities in response to emerging market opportunities. We are confident that the groundwork we lay today will drive years of growth in emerging sectors that have already demonstrated significant potential, increasing our ability to deliver returns to our stockholders.

Evolving our Board and Governance

After careful consideration of stockholder input and current governance best practices, our Board has approved and instituted a phased declassification of the Company’s Board. Under this transition, nominees elected at the Annual Meeting will each serve a three-year term, nominees elected at the 2027 annual general meeting of the Company’s stockholders will serve a two-year term, and nominees elected at the 2028 annual general meeting of the Company’s stockholders will serve a one-year term. Beginning with the 2029 annual general meeting of the Company’s stockholders, the classified Board structure will be fully phased out, and all Riot directors will stand for annual election to a one-year term. The Board believes this phased approach appropriately balances stockholder accountability with an orderly transition that preserves continuity during the Company’s data center evolution.

Your Vote Matters

Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. Vote now over the Internet atwww.proxyvote.com, by telephone or by mail. If you wish to vote by mail, please complete, sign, and date your proxy card or voting instruction card and return it according to the instructions provided.

Voting as soon as possible will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual Meeting. If you have already voted, there is no need to vote again unless you wish to change your vote.

We thank you for your continued support.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES ONLINE OR BY TELEPHONE USING THE SIXTEEN-DIGIT CONTROL NUMBER ASSIGNED TO YOU, OR BY MAIL. TO VOTE BY MAIL, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY CARD OR VOTING INSTRUCTION CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE ACCORDING TO THE INSTRUCTIONS PROVIDED.PLEASE DO NOT SHARE YOUR CONTROL NUMBER*.*

Notice of 2026 Annual General Meeting of Stockholders

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of the stockholders (the “Annual Meeting”) of Riot Platforms, Inc., a Nevada corporation (“Riot” or the “Company”), will be held at 12:00 p.m. (Eastern Time) on Tuesday, June 9, 2026, or such later date as the Annual Meeting may be adjourned or postponed. The Annual Meeting will be virtual-only and conducted exclusively online at:

www.virtualstockholdermeeting.com/RIOT2026

through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources, or physical location. No in-person attendance option will be available. To find instructions on how to access and log in to the virtual Annual Meeting, see “How do I attend the virtual Annual Meeting?” on page 85 in the accompanying proxy statement (the “Proxy Statement”).

Items of Business

The following proposals, as more fully described in the accompanying Proxy Statement, are being submitted to our stockholders for their consideration at the Annual Meeting:

THIS IS NOT A BALLOT. YOU CANNOT USE THIS NOTICE TO VOTE YOUR SHARES.

This Notice presents an overview of the more complete Proxy Statement accompanying this Notice, which is hereby made part of this Notice. The Proxy Statement is also available to you on the Internet atwww.proxyvote.com, the Securities and Exchange Commission’s website,www.SEC.gov, or by visiting our website,www.riotplatforms.com, and navigating to the “Investor Relations” page, where the Proxy Statement can be found under the “All SEC Filings” tab.

Each stockholder receiving this Notice of 2026 Annual General Meeting of Stockholders (this “Notice”) has been assigned a 16-digit control number, which is required to register for and gain admittance to the Annual Meeting. The unique 16-digit control number assigned to you can be found onyour Notice of Internet Availability of Proxy Materials orthe enclosed proxy card or voting instruction card accompanying this Notice. Specific instructions on how to access the virtual Annual Meeting are included at the end of this Notice and in the Proxy Statement.

The Board of Directors has established the close of business on Friday, April 17, 2026, as the record date (the “Record Date”) for determining those of our stockholders entitled to attend, and vote their shares at, the Annual Meeting. Accordingly, only holders of our common stock at the close of business on the Record Date will receive this Notice and be eligible to attend and vote their shares at the Annual Meeting (including any adjournments or postponements thereof). Holders of other classes of our outstanding capital stock are not entitled to vote at the Annual Meeting. As of the Record Date, there were 377,814,207 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. A list of stockholders of record as of the Record Date will be available at the Annual Meeting online at the virtual meeting portal,www.virtualstockholdermeeting.com/RIOT2026, and will be available by request during the ten (10) days prior to the Annual Meeting by submitting your written request to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109,Attention: Corporate Secretary.

Your Vote Is Important

You may submit your vote byproxy with your 16-digit control number using any of the following methods:

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote your shares by proxy as soon as possible so that we can ensure your vote will be represented at the Annual Meeting.

Your proxy, whether given online atwww.proxyvote.com, by telephone, or through the return by mail of the enclosed proxy card, may be revoked prior to its exercise by either: (i) submitting a written notice of revocation or a duly executed proxy bearing a date later than your previously-submitted proxy to: Vote Processing, c/o: Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109,Attention: Corporate Secretary, prior to the Annual Meeting; or (ii) attending the virtual Annual Meeting via the virtual meeting portal atwww.virtualstockholdermeeting.com/RIOT2026 and voting your shares, virtually using your 16-digit control number, live at the Annual Meeting. To ensure fair conduct of the Annual Meeting and that our stockholders of record as of the Record Date are able to participate in the Annual Meeting, you will not be able to participate in the virtual Annual Meeting without the unique 16-digit control number assigned to you and provided on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card.

We urge you to review the accompanying proxy materials carefully and to vote as promptly as possible. Please note that we have enclosed the Proxy Statement and your proxy cardor voting instruction card along with this Notice.

Castle Rock, CO

April 30, 2026

​​​​www.RiotPlatforms.com​​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OF THE STOCKHOLDERS OF RIOT PLATFORMS, INC. TO BE HELD ON:TUESDAY, JUNE 9, 2026, AT 12:00 P.M. (EASTERN TIME)VIA THE VIRTUAL MEETING PORTAL AT:www.virtualstockholdermeeting.com/RIOT2026THE NOTICE AND OUR PROXY STATEMENT ARE AVAILABLE ONLINE AT:www.proxyvote.com and www.RiotPlatforms.com​