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Riot Platforms, Inc.

For the period ended Jun 9, 2026. Filed Apr 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 9, 2026 · Filed Apr 30, 2026

RIOT$16.71+13.2%Stored close · as of Nov 6, 2026
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Contents

Pay-for-Performance Alignment

The following table provides an unranked list of the most important financial performance measures used by our Compensation Committee to link the compensation actually paid to our CEO and other NEOs in 2025, calculated in accordance with SEC regulations, to Company performance. The role of these performance measures on our NEOs’ compensation is discussed in the “Compensation Discussion and Analysis” beginning on page 31 of this Proxy Statement.

Total Shareholder Return

Net Income

Adjusted EBITDA (Company Selected Measure)

The following charts reflect the CAP over the five-year period ended December 31, 2025 and aligns trends in Riot’s TSR, net income, and Adjusted EBITDA results over thesame period.

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 TSRconsists 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).

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68Riot Platforms 2026 Proxy Statement​

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.

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.

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​Riot Platforms 2026 Proxy Statement69

Equity Compensation plan INFORMATION

The following table provides information as of December 31, 2025, about the shares of common stock that may be issued upon the vesting of performance and non-performance based restricted common stock under the 2019 Equity Plan:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · Number of securities
​ · ​ · ​ · ​ · ​ · ​ · remaining available for
​ · ​ · Number of · ​ · ​ · ​ · future issuance
​ · ​ · securities to be · ​ · Weighted · ​ · under equity
​ · ​ · issued upon · ​ · average exercise · ​ · compensation
​ · ​ · exercise of · ​ · price of · ​ · plans
​ · ​ · outstanding · ​ · outstanding · ​ · (excluding
​ · ​ · options, · ​ · options, · ​ · securities
​ · ​ · warrants · ​ · warrants, · ​ · reflected in
Plan Category · ​ ​ ​ · and rights (a) · ​ ​ ​ · and rights (b) · ​ ​ ​ · column (a))(c)
Equity compensation plans approved by security holders1,999,449—10,337,176
Equity compensation plans not approved by security holders———
Total1,999,449(1)​—10,337,176
(1)Includes outstanding PSUs and RUSs.
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70Riot Platforms 2026 Proxy Statement​

PROPOSAL NO. 3 “SAY-ON-PAY” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.