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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3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

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 2025 Annual General Meeting of the Company’s stockholders (the “Annual Meeting”) to be held at 10:00 a.m. (Eastern Time) on Tuesday, June 10, 2025. 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/RIOT2025

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 2024 and Riot’s future beginning in 2025.

Board Oversight and Focus

In 2024, the Board continued to focus on building on the Company’s strengths with the goal to maximize the value of our assets, and effectively and efficiently allocating capital between opportunities presented to the Company that generate the highest return on investment. Specifically, in early 2024, the Board oversaw the implementation of the Bitcoin Treasury Strategy, the primary focus of which is acquiring and holding Bitcoin on our balance sheet. Additionally, the Board determined that it is in the best interest of the Company to evaluate the feasibility of developing the Company’s remaining power capacity at our facility in Navarro County, Texas (the “Corsicana Facility”) for artificial intelligence (“AI”)/high-performance computing (“HPC”) uses. We have engaged leading consultants in the data center industry to assist in studying the feasibility of a transition, as well as leading financial advisors to assist in our go-to-market execution. 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 five core values: Teamwork, Accountability, Urgency, Transparency, and Attention to Detail. By embedding these values in our key functions, the Board aims to enhance Company performance, compliance, and execution, ultimately delivering value to all of our stockholders.

Company Performance in 2024

In 2024, the Company made significant progress in advancing our goal of enhancing our power infrastructure to mine Bitcoin in support of the Bitcoin blockchain. We generated revenue of $376.7 million and net income of $109.4 million, primarily from our Bitcoin mining facilities in Rockdale, Texas (the “Rockdale Facility”) whichis believed to be one of the largest single Bitcoin mining facility in North America, as measured by developed capacity. We made substantial progress on the development of our second large-scale Bitcoin mining facility, the Corsicana Facility, completing Phase I which equips us with up to 400 megawatts (“MW”) of capacity. In 2024 the Company engaged in a number of accretive

acquisitions, namely the acquisition of Block Mining, Inc. (“Block Mining”), a Kentucky-based vertically integrated Bitcoin miner. By acquiring Block Mining, we now own two operational sites in Kentucky, totaling 60 MW of operational capacity with potential to expand up to 155 MW. We intend to expand the two Kentucky sites, targeting 110 MW for self-mining operations in 2025. Additionally, we also own a greenfield expansion opportunity in Kentucky, adjacent to an existing substation, presenting us with the ability to develop 60 MW of additional capacity, and the potential to expand up to 150 MW. In December of 2024, the Company acquired E4A Solutions, LLC (“E4A Solutions”) a leading provider of electrical engineering services to a diverse customer base of energy developers and data center operators. The acquisition of E4A Solutions adds to our vertically integrated strategy by adding engineering expertise to service our own existing and future electrical infrastructure as well as provide solutions and services to the rapidly growing market for electrical infrastructure.

By expanding our infrastructure, we made progress in 2024 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, 2024, we operated with a total hash rate capacity of 31.5 exahash per second (“EH/s”), which enabled us to mine 4,828 Bitcoin in 2024.

Another top priority is to be an industry leader in the cost of mining Bitcoin. 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 2024 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 in the Bitcoin mining space. We are pleased with the Company’s trajectory and remain committed to maximizing efficient growth and maintaining a low cost to mine.

Investments in Riot’s Future

The Board has overseen substantial investments in the Company’s future through development, acquisitions, and talent management. Historically, the Company has primarily financed our strategic growth through the issuance of equity and the sale of mined Bitcoin. In 2024, we determined that it was in the best interest of the Company to engage in a debt issuance to fund the purchase of Bitcoin. The Company issued $594.4 million aggregate principal amount of convertible senior notes maturing in 2030. 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 enables us to invest in the Company in ways that will generate positive returns for our stockholders’ investments, and that these efforts have put us in a strong financial position to capitalize on strategic growth opportunities. 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.

Riot has been mining Bitcoin since 2017, and throughout this time, our Board and management team have helped the Company expand our 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 explore the feasibility of expanding into AI/HPC applications, 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, to date, have already demonstrated significant potential, increasing our ability to deliver returns to our stockholders.

Evolving our Board and Governance

In addition to the significant strides we have made with respect to our business over the last year, we have continued to evolve our Board and governance. In February 2025, with input from our stockholders, we announced the appointment of three new independent directors who collectively possess experience directly overseeing the conversion of Bitcoin mining assets for potential AI/HPC uses, managing data center operations and maximizing the value of dynamic real estate properties similar to those owned and operated by Riot. We are excited to have these directors join us at an important moment for Riot and their expertise is already making a positive impact.

On behalf of the entire Board, we would like to extend our deepest gratitude to Hannah Cho and Hubert Marleau, who retired from the Company’s Board in February 2025, for their significant contributions during their time as directors. They were instrumental in the growth and evolution of Riot and their guidance, wisdom, and unwavering support have been invaluable to our success. We wish them the very best.

In addition to these Board changes, we are also continuing to evolve our governance. For this year’s Annual Meeting, we will be supporting a proposal submitted by one of our stockholders to declassify our Board.

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, 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 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 2025 ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, JUNE 10, 2025, AT 10:00 A.M. (EASTERN TIME)

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 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 Tuesday, June 10, 2025, 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/RIOT2025

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 1 in the accompanying proxy statement (the “Proxy Statement”).

Each stockholder receiving this Notice of 2025 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.

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 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 “Investor Relations” page, where the Proxy Statement can be found under the “All SEC Filings” tab.

The Board of Directors has established the close of business on Monday, April 14, 2025, 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 350,287,550 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/RIOT2025, 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/RIOT2025.

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/RIOT2025and 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 2025 ANNUAL GENERAL MEETING OF THE STOCKHOLDERS OF RIOT PLATFORMS, INC. TO BE HELD ON:TUESDAY, JUNE 10, 2025, AT 10:00 A.M. (EASTERN TIME)VIA THE VIRTUAL MEETING PORTAL AT:www.virtualstockholdermeeting.com/RIOT2025THE NOTICE AND OUR PROXY STATEMENT ARE AVAILABLE ONLINE AT:www.proxyvote.com and www.RiotPlatforms.com​​