11 unchanged sentences
under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
−Removed: The following graph shows a comparison over a five-year period from December 31, 2019 through December 31, 2024, of the cumulative total return on (a) our common stock (RIOT), (b) our self-constructed Peer Group Index, and (c) the RUSSELL 3000 Index (“RUSSELL 3000”), assuming an aggregate initial investment in each of $100 as of market close on December 31, 2019 (and weighted based on the market cap of each peer in the Peer Group Index as of the market close on December 31, 2019), including reinvestments of any dividends.
+Added: The following graph shows a comparison over a five-year period from December 31, 2020 through December 31, 2025, of the cumulative total return on (a) our common stock (RIOT), (b) the RUSSELL 3000 Index (“RUSSELL 3000”), and (c) our self-constructed Peer Group Index, assuming an aggregate initial investment of $100 in each as of market close on December 31, 2020 (and weighted based on the market capitalization of each peer in the Peer Group Index as of the market close on December 31, 2020), including reinvestments of any dividends.
Such returns are based on historical results and are not intended to suggest future performance.
Historically, we have not declared or paid cash dividends on our common stock .
−Removed: Our self-constructed Peer Group Index consists of publicly traded Bitcoin miners with available publicly traded market data as of, and subsequent to, December 31, 2019, and consists of:, Bitfarms Ltd.
+Added: Our self-constructed Peer Group Index consists of the following publicly traded bitcoin miners, data center companies, and AI/HPC software companies with available publicly traded market data as of, and subsequent to, December 31, 2020:
+Added: Bitfarms Ltd.
(BITF), CleanSpark, Inc.
1 unchanged sentence
(HIVE), Hut 8 Corp.
−Removed: (HUT), Marathon Digital Holdings, Inc.
+Added: (HUT), MARA Holdings, Inc.
(MARA), Mawson Infrastructure Group, Inc.
(MIGI), and TeraWulf Inc.
−Removed: Issuer Purchases of Securities
+Added: Issuer Purchases of Equity Securities
The following table presents the repurchases by us of our common stock during the three months ended December 31, 2025:
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December 1, 2025 through December 31, 2025
−Removed: (a) During the quarter ended December 31, 2024, pursuant to our 2019 Equity Incentive Plan , certain of our employees surrendered shares of common stock to us to satisfy statutory minimum federal and state tax obligations associated with the vesting of restricted stock awards.
−Removed: (b) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum for federal and state tax obligations.
+Added: (a) During the three months ended December 31, 2025, certain of our employees surrendered shares of common stock to the Company to satisfy statutory minimum federal and state tax withholding obligations associated with the vesting of restricted stock awards under our 2019 Equity Incentive Plan.
+Added: (b) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum for federal and state tax withholding obligations.
Recent Sales of Unregistered Equity Securities
−Removed: On July 23, 2024, we issued 7,240,623 shares of our common stock to the sellers in connection with the Block Mining Acquisition.
−Removed: The shares of common stock in connection with the Block Mining Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder.
−Removed: On December 1, 2021, we issued 715,413 shares of our common stock, subject to a holdback of 70,165 shares to the sellers in connection with the acquisition of ESS Metron (“ESS Metron Acquisition”).
−Removed: The shares of common stock in connection with the ESS Metron Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: Subsequently, we registered for resale the 645,248 shares issued to the sellers at the closing of the ESS Metron Acquisition and the 70,165 shares to the sellers upon expiration of the holdback period during 2023.
+Added: During the year ended December 31, 2025, we did not issue or sell any unregistered securities.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.