Riot Platforms Inc

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

About this filing

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.

FY2023 · Filed Feb 23, 2024

RIOT$18.08+2.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Contents

Item 15. Exhibits and Financial Statement Schedules

We have filed the following documents as part of this Annual Report:

1.	Consolidated financial statements


Reports of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021	F-8
Notes to Consolidated Financial Statements	F-10

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.

3.Index of exhibits

Exhibit	Description		Location*
3.	Certificate of Incorporation and Bylaws.

3.1	Articles of Incorporation, dated September 19, 2017.		Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017.

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.

3.3	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.

3.4	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.

3.5	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.

4.	Instruments Defining the Rights of Security Holders, Including Indentures.

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.

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.

4.3 +	2019 Equity Incentive Plan.		Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed September 20, 2019.

4.4 +	First Amendment to the 2019 Equity Incentive Plan.		Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020.

4.5 +	Second Amendment to the 2019 Equity Incentive Plan.		Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021.

4.6 +	Third Amendment to the 2019 Equity Incentive Plan.		Exhibit 10.1 of the Current Report on Form 8-K filed August 2, 2022.



Exhibit	Description	Location*

4.7 +	Fourth Amendment to the 2019 Equity Incentive Plan.	Exhibit 4.1 of the Current Report on Form 8-K filed June 30, 2023.

4.8 +	Fifth Amendment to the 2019 Equity Incentive Plan.	Exhibit 4.1 of the Current Report on Form 8-K filed December 20, 2023.

4.9 +	2019 Equity Incentive Plan of Riot Platforms, Inc., as amended.	Exhibit 4.2 of the Current Report on Form 8-K filed December 20, 2023.

4.10 +	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.

4.11 +	Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan.	Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021.

4.12 +	Form of Service-Based Restricted Stock Award Agreement.	Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.

4.13 +	Form of Performance-Based Restricted Stock Award Agreement.	Exhibit 10.2 of the Current Report on Form 8-K filed October 3, 2022.

4.14 +	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.

4.15	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.

4.16	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.

4.17	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.

4.18	Form of Escrow Deposit Agreement.	Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.

4.19	Riot-Northern Data Shareholder Agreement dated as of May 26, 2021.	Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021.

4.20	Description of Securities.	Filed herewith.

10.	Material Contracts.

10.1 +	Jeffrey G. McGonegal Executive Employment Agreement, dated as of February 6, 2019.	Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2019.

10.2 +	Amended and Restated McGonegal Executive Employment Agreement, dated as of February 7, 2020.	Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2020.

10.3 +	First Amendment to the Amended and Restated McGonegal Employment Agreement, dated as of February 8, 2021.	Exhibit 10.2 of the Current Report on Form 8-K filed February 10, 2021.



Exhibit	Description	Location*
10.4 +	Second Amendment to the Amended and Restated McGonegal Employment Agreement, dated as of February 7, 2022.	Exhibit 10.1 of the Current Report on Form 8-K filed February 8, 2022.


10.5 +	Jason Les Executive Employment Agreement, dated as of February 8, 2021.	Exhibit 10.1 of the Current Report on Form 8-K filed February 10, 2021.


10.6 +	Benjamin Yi Executive Employment Agreement, dated as of May 24, 2021.	Exhibit 10.1 of the Current Report on Form 8-K filed May 24, 2021.

10.7 +	Form of Executive Employment Agreement.	Exhibit 10.3 of the Current Report on Form 8-K filed October 3, 2022.

10.8	Subscription Agreement by and between the Company and goNumerical, Ltd. (Coinsquare) dated as of September 29, 2017.	Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed November 13, 2017.

10.9	Sales Agreement, dated as of August 31, 2021, by and among Riot Blockchain, Inc., Cantor Fitzgerald & Co., B. Riley FBR, Inc., BTIG, LLC, Compass Point Research & Trading, LLC, and Roth Capital Partners, LLC.	Exhibit 1.2 of the Form S-3ASR filed August 31, 2021.

10.10	Sales Agreement, dated as of March 31, 2022, by and among Riot Blockchain, Inc. and its sales agents, Cantor Fitzgerald & Co., B. Riley FBR, Inc., BTIG, LLC, Roth Capital Partners, LLC D.A. Davidson & Co., Macquarie Capital (USA) Inc., and Northland Securities, Inc.	Exhibit 1.1 of the Current Report on Form 8-K filed March 31, 2022.

10.11	Controlled Equity OfferingSM Sales Agreement, dated as of August 9, 2023, by and among Riot Platforms, Inc. and the Sales Agents.	Exhibit 1.1 of the Current Report on Form 8-K filed August 9, 2023.

10.12	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.

10.13	Share Purchase Agreement, dated as of June 4, 2021, by and between Riot Blockchain, Inc. and Mogo, Inc.	Exhibit 10.1 of the Current Report on Form 8-K filed June 8, 2021.

10.14	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.

10.15 †	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.

10.16 †	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.



Exhibit	Description	Location*
10.17 †	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.

14.	Code of Ethics.

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.

16.	Letter re Change in Certifying Accountant.

16	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.

21.	Subsidiaries.

21	List of Subsidiaries of Riot Platforms, Inc.	Filed herewith.

23.	Consent of Independent Registered Public Accounting Firm.

23.1	Consent of Marcum LLP.	Filed herewith.

23.2	Consent of Deloitte & Touche LLP.	Filed herewith.

24.	Power of Attorney.


31.	Certifications.

31.1	Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer).	Filed herewith.

31.2	Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer).	Filed herewith.

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.

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.

97	Riot Platforms Inc. Policy for the Recovery of Erroneously Awarded Compensation.	Filed herewith.



Exhibit	Description	Location*
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, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021; (iii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022, and 2021; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021; and (vi) Notes to Consolidated Financial Statements.	Filed herewith.

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document.	Filed herewith.

*	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 as confidential information.
+	Indicates a management contract or compensatory plan or arrangement.

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.