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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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 2024 Annual General Meeting of the Company’s stockholders (the “Annual Meeting”) to be held at 10:00 a.m. (Eastern Time) on Wednesday, June 12, 2024. The Annual Meeting will be virtual-only, held exclusively online 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/RIOT2024

The accompanying Notice of Annual General Meeting of Stockholders and proxy statement (the “Proxy Statement”) provide details about the Annual Meeting, including the nominees for election to the Board and other matters to be considered at the Annual Meeting, as well as additional information regarding virtual attendance for the Annual Meeting, which can be found on page 1 of the Proxy Statement.

We are happy to share the Board’s perspectives on Riot’s performance and accomplishments during 2023 and Riot’s future beginning in 2024.

Board Oversight and Focus

The primary focus of the Board throughout 2023 was to ensure that the Company was well positioned and appropriately resourced to build on our strengths as we navigated through the volatility in the market. The Board oversaw management’s execution of its vision of continuing a growth-focused corporate strategy, right-sized to drive long-term stockholder value. Furthermore, the Board and management remain committed to responsible corporate governance with a focus on risk management and intelligent growth, to ensure Riot continues to execute on our five core values: Teamwork, Accountability, Urgency, Transparency, and Attention to Detail. By applying these core values to our key functions, the Board strives to enhance Company performance, compliance and execution, thus returning value to all of our stockholders.

Company Performance in 2023

During 2023, the Company continued to expand and develop on our goal of being an investment grade, publicly traded, vertically integrated, Bitcoin mining company. We completed the expansion of our Bitcoin mining facility in Rockdale, Texas (the “Rockdale Facility”) which is believed to be the largest single Bitcoin mining facility in North America, as measured by developed capacity. Additionally, we have made significant strides in developing our second large-scale Bitcoin mining facility outside of Corsicana, Texas (the “Corsicana Facility”) which, upon completion, is expected to have approximately one gigawatt (1,000 megawatts (“MW”)) of Bitcoin mining capacity. Development of the first four hundred MW of mining capacity purpose-built for immersion cooling, is expected to be completed in 2024.

In addition to the expansion of our mining infrastructure, we made great strides in 2023 towards expanding our Bitcoin mining power to increase our share of global hash rate and maximize the revenue potential of our operations. As of December 31, 2023, we operated 112,944 miners with a total hash rate capacity of 12.4 exahash per second (“EH/s”), which enabled us to mine 6,626 Bitcoin in 2023, representing a 19.3% increase over the 5,554 Bitcoin we mined in 2022.

Based on our existing operations and expected deliveries of the miners we have purchased, we anticipate we will have a total hash rate capacity of 31 EH/s by December 31, 2024.

Another of our top priorities is to be an industry leader in cost to mine Bitcoin. We believe that remaining cost-focused will provide Riot with the foundation to pursue its strategic growth initiatives and, ultimately, increase stockholder value. Our 2023 results demonstrate that Riot’s positioning, vertical integration strategy and management team delivered consistent and sustainable performance in 2023. We believe our size and scale, and the strength of our balance sheet, continue to provide a competitive advantage in the Bitcoin mining space. We are pleased with the trajectory of the Company and plan to stay focused on maximizing efficient growth and a low cost to mine beyond the halving.

Investments in Riot’s Future

Riot has invested substantially in the Company’s future through development, acquisitions, and talent management. We have continued to grow through challenging economic conditions, and we believe the Company is well positioned to take advantage of present and future market opportunities. In a nascent industry such as Bitcoin mining, we continue to believe that maintaining a conservative balance sheet is the best path forward. To date, the Company has financed all growth and operations through the issuance of equity and the sale of mined Bitcoin, withde minimis debt financing. As fellow Riot stockholders, we are cognizant of the dilutive effect of raising capital through equity sales; however, we believe that the capital we raise allows us to invest in the Company in ways that will provide positive returns on our stockholders’ investments, and that these efforts have put us in a strong financial position to capitalize on strategic growth opportunities. Further, by raising capital through equity sales and our operations, we have maintained a conservative balance sheet and avoided high-cost debt financing, a strategy which we believe has negatively impacted our competitors. Notwithstanding the foregoing, the Company is constantly looking to reduce its cost of capital and will consider accretive and carefully structured debt financing.

April 2024 hosts the Bitcoin industries fourth “halving” event. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin, which uses a proof-of-work consensus algorithm. At a predetermined block that occurs approximately every four years, the mining reward is cut in half (hence the term “halving”). Halvings will continue to occur until the total amount of Bitcoin currency rewards issued reaches approximately 21 million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur around the year 2140. This decrease in available supply is a core tenet of Bitcoin, its scarcity proposition and one of the reasons we remain optimistic on Bitcoin’s future.

Following each halving, the market price of Bitcoin has been observed to increase in response to the reduction in the supply of new Bitcoin; however, there is no guarantee that this trend will continue following this most recent halving. We anticipate that as a result of this halving, revenue from Bitcoin mining operations will fall significantly, straining margins from mining operations. We, therefore, expect that the halving will impact high-cost miners to a greater extent than low-cost miners, such as Riot. As such, we are asking our stockholders to approve an increase in authorized shares of Riot’s common stock. We believe access to additional available equity capital to issue in the event of strategic merger and acquisition opportunities will be integral during these next four years because the industry may continue to experience a period of consolidation. As an industry leader, Riot is poised to increase market share through strategic mergers and acquisitions opportunities that add accretive value to stockholders.

Riot has been mining Bitcoin since 2017, and our Board and management team have helped the Company expand our operations through business cycles, market volatility, regulatory hurdles, a global pandemic, and an ever-changing global supply chain. Through these challenges, our management team and Board have continued to believe in the Company’s long-term vision for Bitcoin and Bitcoin mining. We expect that the seeds we are planting now will provide years of growth in an emerging sector that, to date, has demonstrated significant growth potential. The Board is confident in our management team’s ability to execute and deliver returns to our stockholders.

Your Vote Matters

Your vote is important to us. 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, or 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 USING THE SIXTEEN-DIGIT CONTROL NUMBER ASSIGNED TO YOU, BY TELEPHONE, OR BY MAIL. TO VOTE BY MAIL, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY CARD OR VOTING INSTRUCTION CARD AND RETURN IT IN THE PROVIDED POSTAGE-PAID ENVELOPE ACCORDING TO THE INSTRUCTIONS PROVIDED.**PLEASE DO NOT SHARE YOUR CONTROL NUMBER.

NOTICE OF 2024 ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 12, 2024, AT 10:00 A.M. (EASTERN TIME)

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of the stockholders (the “Annual Meeting”) of Riot Platforms, Inc., a Nevada corporation (“Riot” or the “Company”) will be held at 10:00 a.m. (Eastern Time) on Wednesday, June 12, 2024, or such later date as the Annual Meeting may be adjourned or postponed. The Annual Meeting will be conducted exclusively online at:

www.virtualstockholdermeeting.com/RIOT2024

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. The Annual Meeting will be virtual-only and held exclusively online. As such, 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 1 in the accompanying proxy statement (the “Proxy Statement”).

Each stockholder receiving this Notice of 2024 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 on the 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 accompanying Proxy Statement.

The following five (5) 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 only 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 “Investors” page, where the Proxy Statement can be found under the “SEC Filings” tab.

The Board of Directors has established the close of business on Tuesday, April 23, 2024, 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, no par value per share, of record 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 288,784,946 shares of Company common stock, no par value per share, outstanding and entitled to vote at the Annual Meeting. The foregoing shares of our common stock, no par value per share, are referred to herein as “shares.” 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/RIOT2024, 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. 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.

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

Before the Annual Meeting:

During the virtual Annual Meeting: Voting over the internet atwww.virtualstockholdermeeting.com/RIOT2024**.

Your proxy, whether given online atwww.proxyvote.com, by telephone, or through the return 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/RIOT2024and 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 the back of your 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 card along with this Notice.

Castle Rock, CO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL GENERAL MEETING OF THE STOCKHOLDERS OF RIOT PLATFORMS, INC. TO BE HELD ON:WEDNESDAY, JUNE 12, 2024, AT 10:00 A.M. (EASTERN TIME)VIA THE VIRTUAL MEETING PORTAL AT:www.virtualstockholdermeeting.com/RIOT2024THE NOTICE AND OUR PROXY STATEMENT ARE AVAILABLE ONLINE AT:www.proxyvote.com and www.RiotPlatforms.com