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Riot Platforms Inc

For the period ended Jun 10, 2025. Filed Apr 17, 2025.

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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 10, 2025 · Filed Apr 17, 2025

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 2024, 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 above.

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Total Shareholder Return

Net Income

Adjusted EBITDA (Company Selected Measure)

The following charts reflect the CAP over the four-year period ended December 31, 2024 and aligns trends in Riot’s TSR, net income, and Adjusted EBITDA results over the same 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 against a self-constructed peer group and instead use a Published Industry 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. As such, we previously utilized the Russell 2000 Index. The graph below shows a comparison of the Company’s TSR and the Russell 2000 Index assuming a $100 investment in the Company and in the Russell 2000 Index for the period starting December 31, 2019 that was held through

the end of December 31, 2023, as it compares to CAP. Historical stock performance is not necessarily indicative of future stock performance.

The following graph shows a comparison of the Company’s TSR and that of the members of our 2024 Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2018, 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), as it compares to CAP.

The following graph shows a comparison of the Company’s TSR and that of the members of our 2025 Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2018, that was held through the end of each year listed in the first table set forth. 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), as it compares to CAP.

Compensation Actually Paid vs. Net Income

As shown in the chart below, the year-over-year changes in our CAP from 2020 to 2021, from 2021 to 2022, from 2022 to 2023, and from 2023 to 2024 generally tracked along the same trendline as our Net Income over the same period, increasing from 2020 to 2021, decreasing from 2021 to 2022, then increasing again from 2022 to 2023 and 2023 to 2024. 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 years.

Compensation Actually Paid vs. Adjusted EBITDA

As shown in the chart below, the year-over-year changes in our CAP from 2020 to 2021, from 2021 to 2022, and from 2022 to 2023 generally tracked along the same trendline as our Adjusted EBITDA over the same period, increasing from 2020 to 2021, decreasing from 2021 to 2022, and increasing from 2022 to 2023. The Company’s Adjusted EBITDA from 2023 to 2024 increased. The 2022 decrease in Adjusted EBITDA was largely due to impairment charges to certain intangible assets, including the Bitcoin we held 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.

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