Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Based on this evaluation, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on our management’s assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December 31, 2025. The report of Deloitte & Touche LLP is included below in this Item 9A. Controls and Procedures under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.
Changes in internal control
We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, with the goal of establishing and maintaining an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls.
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Riot Platforms, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Riot Platforms, Inc and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 , of the Company and our report dated March 2, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
March 2, 2026
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ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K , except as follows:
On October 31, 2025 , Jason Les , the Company’s Chief Executive Officer , terminated a 10b5-1 Plan established September 10, 2024, in accordance with the terms of the plan.
On December 2, 2025 , Ryan Werner , the Company’s Chief Accounting Officer , adopted a 10b5-1 Plan providing for the potential sale of up to 469,434 shares of the Company’s common stock, subject to sales occurring only when the market price of our common stock is greater than certain minimum threshold prices during the period beginning on the first potential sale date of March 3, 2026 and ending on the scheduled expiration date of the 10b5-1 Plan on February 16, 2027 .
On December 6, 2025 , Mr. Werner terminated a 10b5-1 Plan established December 13, 2024, in accordance with the terms of the plan.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Part III, Item 10 is included in our definitive proxy statement for our 2026 annual meeting of stockholders (our “2026 Proxy Statement”), which will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025.
a) Identification of Directors: The information required by this Part III, Item 10 with respect to our directors is incorporated herein by reference to the discussion under the heading “Proposal No. 1: Election of Directors—Information Regarding Directors” in our 2026 Proxy Statement.
b) Identification of Executive Officers: The information required by this Part III, Item 10 with respect to our executive officers is included in Part I of this Annual Report under the heading “Information About Our Executive Officers” in accordance with General Instruction G(3) of Form 10-K.
c) Audit Committee Information; Financial Expert: The information required by this Part III, Item 10 with respect to the Audit Committee of our Board and “audit committee financial experts” is incorporated herein by reference to the discussion under the heading “Committees of the Board of Directors—Audit Committee” in our 2026 Proxy Statement.
d) Delinquent Section 16(a) Reports: The information required by this Part III, Item 10 with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading “Delinquent Section 16(a) Reports” in our 2026 Proxy Statement.
a) Code of Ethics: All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other senior accounting and financial officers, are required to abide by our Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct is filed as an exhibit to this Annual Report and is posted on our website at https://www.riotplatforms.com/overview/governance/governance-documents/. We also intend to disclose on our website at https://www.riotplatforms.com/overview/governance/governance-documents/ any amendment to, or waiver from, our Code of Ethics and Business Conduct that is required to be disclosed to stockholders, within four business days following such amendment or waiver. The information required by this Part III, Item 10 with respect to codes of ethics is incorporated herein by reference to the discussion under the heading “Corporate Governance—Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters” in our 2026 Proxy Statement.
b) Policy for Nominees: The information required by this Part III, Item 10 with respect to the procedures by which stockholders may recommend nominees to our Board is incorporated herein by reference to the discussion under the heading “General Information—When are stockholder proposals due for next year’s annual general meeting?” in our 2026 Proxy Statement. No material changes to those procedures have occurred since the disclosure regarding those procedures in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
c) Insider Trading Policy: We have adopted an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Part III, Item 11 is incorporated herein by reference to the discussion in the section entitled “Executive Compensation” in our 2026 Proxy Statement .
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed under this Part III, Item 12 is incorporated herein by reference to the discussion in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2026 Proxy Statement.
Securities authorized for issuance under equity compensation plans
In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance-based restricted stock awards, restricted stock unit awards, and stock options settling in shares of the Company’s common stock upon vesting. There were 3.6 million shares of common stock initially reserved for issuance under the 2019 Equity Incentive Plan.
In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares.
In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares.
In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares.
In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 4.0 million shares.
In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 13.0 million shares.
In June 2024, the Company’s stockholders approved the Sixth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 15.0 million shares.
As of December 31, 2025, the Company had 10,337,176 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.
The following table provides information as of December 31, 2025, about the shares of common stock that may be issued upon the vesting of performance and non-performance-based restricted common stock under the 2019 Equity Incentive Plan:
Number of
securities
remaining
available for
Number of
future issuance
securities to be
Weighted
under equity
issued upon
average exercise
compensation
exercise of
price of
plans
outstanding
outstanding
(excluding
options,
options,
securities
warrants,
warrants,
reflected in
Plan Category
and rights (a)
and rights (b)
column (a))(c)
Equity compensation plans approved by security holders
1,999,449
$
-
10,337,176
Equity compensation plans not approved by security holders
-
-
-
Total
1,999,449
$
-
10,337,176
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Part III, Item 13 is incorporated herein by reference to the sections entitled “Certain Relationships and Related-Party Transactions” and “Director Independence” in our 2026 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Part III, Item 14 is incorporated herein by reference to the sections entitled “Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” in our 2026 Proxy Statement .
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PART IV
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, 2025 and 2024
F-3
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023
F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F-7
Notes to Consolidated Financial Statements
F-9
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.
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3.
Index of exhibits
Exhibit
Description
Location*
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
Certificate of 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
Certificate of Amendment to the Articles of Incorporation of Riot Platforms, Inc. dated June 13, 2024 .
Exhibit 3.1 of the Current Report on Form 8-K filed June 18, 2024.
3.5
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.
3.6
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.
4.1
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
Indenture, dated as of December 11, 2024, by and between Riot Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.
Exhibit 4.1 of the Current Report on Form 8-K filed December 11, 2024.
4.4
Form of 0.75% Convertible Senior Note due 2030.
Exhibit 4.2 (included within Exhibit 4.1) of the Current Report on Form 8-K filed December 11, 2024.
4.5
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.
4.6
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.
4.7
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.
4.8
Form of Escrow Deposit Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.
4.9
Shareholder Agreement, dated as of May 26, 2021, by and between Riot Blockchain, Inc. and Northern Data AG.
Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021.
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Exhibit
Description
Location*
4.10
Description of Securities
Exhibit 4.20 of the Annual Report on Form 10-K filed February 23, 2024.
10.1 +
2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed September 20, 2019.
10.2 +
First Amendment to the 2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020.
10.3+
Second Amendment to the 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021.
10.4 +
Third Amendment to the 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed August 2, 2022.
10.5 +
Fourth Amendment to the 2019 Equity Incentive Plan.
Exhibit 4.1 of the Current Report on Form 8-K filed June 30, 2023.
10.6 +
Fifth Amendment to the 2019 Equity Incentive Plan.
Exhibit 4.1 of the Current Report on Form 8-K filed December 20, 2023.
10.7 +
Sixth Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc.
Exhibit 4.1 of the Current Report on Form 8-K filed June 18, 2024.
10.8 +
2019 Equity Incentive Plan of Riot Platforms, Inc., as amended.
Exhibit 4.2 of the Current Report on Form 8-K filed June 18, 2024.
10.9 +
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.
10.10 +
Form of Service-Based Restricted Stock Award Agreement.
Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.
10.11 +
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.
10.12 +
Form of Riot Platforms, Inc. Long-Term Incentive Program Performance Award Agreement.
Exhibit 10.1 of the Current Report on Form 8-K filed January 2, 2026.
10.13 +
Form of Riot Platforms, Inc. Long-Term Incentive Program Service Award Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed January 2, 2026.
10.14 +
Form of Riot Platforms, Inc. Long-Term Incentive Program Performance Award Agreement (Units).
Exhibit 10.3 of the Current Report on Form 8-K filed January 2, 2026.
10.15 +
Form of Riot Platforms, Inc. Long-Term Incentive Program Service Award Agreement (Units).
Exhibit 10.4 of the Current Report on Form 8-K filed January 2, 2026.
10.16 +
Form of Amended and Restated Executive Employment Agreement .
Exhibit 10.1 of the Current Report on Form 8-K filed November 26, 2024.
10.17 +
Amended and Restated Executive Employment Agreement, by and between the Company and Jason Chung, dated as of January 1, 2026.
Filed herewith.
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Exhibit
Description
Location*
10.18 +
Amended and Restated Executive Employment Agreement, by and between the Company and William Jackman, dated as of January 1, 2026.
Filed herewith.
10.19 +
Amended and Restated Executive Employment Agreement, by and between the Company and Jason Les, dated as of January 1, 2026.
Filed herewith.
10.20 +
Amended and Restated Executive Employment Agreement, by and between the Company and Benjamin Yi, dated as of January 1, 2026.
Filed herewith.
10.21 +
Amended and Restated Professional Services Agreement, by and between the Company and Clear Capital Management Corporation, dated as of January 1, 2026.
Filed herewith.
10.22 +
Indemnification Agreement of Riot Platforms, Inc .
Exhibit 10.1 of the Current Report on Form 8-K filed June 18, 2024 .
10.23
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.
10.24
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.
10.25 †
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.
10.26 †
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.
10.27 †
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.
10.28
Purchase Order No. 03, dated as of February 23, 2024, 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 February 27, 2024.
10.29 **
Controlled Equity Offering SM Sales Agreement, dated as of August 9, 2024, by and among Riot Platforms, Inc. and the Sales Agents.
Exhibit 1.2 of the Form S-3ASR August 9, 2024 .
10.30 **
Sales Agreement, dated as of December 30, 2025, by and among Riot Platforms, Inc. and the Sales Agents.
Exhibit 1.1 of the Current Report on Form 8-K filed December 31, 2025.
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Exhibit
Description
Location*
10.31 †**
NYDIG Digital Asset Custodial Agreement, dated as of November 1, 2023, between NYDIG Trust Company LLC and Riot Platforms, Inc .
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed November 4, 2024 .
10.32 †
Coinbase Prime Broker Agreement, dated as of December 16, 2024, between Coinbase, Inc., on behalf of itself and certain affiliates, and Riot Platforms, Inc .
Exhibit 10.1 of the Current Report on Form 8-K filed December 20, 2024 .
10.33
Settlement Agreement by and between Riot Platforms, Inc. and Bitfarms Ltd., dated September 23, 2024 .
Exhibit 1 of the Schedule 13D/A filed September 23, 2024 .
10.34 †**
Credit Agreement, dated April 22, 2025, between Riot Platforms, Inc. and Coinbase Credit, Inc.
Exhibit 10.1 of the Current Report on Form 8-K filed April 25, 2025.
10.35 †**
Purchase and Sale Agreement, dated April 28, 2025, by and among Whinstone and Rhodium Encore LLC and its affiliates.
Exhibit 10.1 of the Current Report on Form 8-K filed May 1, 2025.
10.36 †**
Amended and Restated Credit Agreement, dated May 19, 2025, between Riot Platforms, Inc. and Coinbase Credit, Inc.
Exhibit 10.1 of the Current Report on Form 8-K filed May 23, 2025.
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.
16.1
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.
19.1
Insider Trading Policy.
Filed herewith.
21.1
List of Subsidiaries of Riot Platforms, Inc.
Filed herewith.
23.1
Consent of Deloitte & Touche LLP.
Filed herewith.
24.1
Power of Attorney.
Incorporated by reference to the signature page of this Annual Report.
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.
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Exhibit
Description
Location*
97.1
Riot Platforms Inc. Policy for the Recovery of Erroneously Awarded Compensation.
Exhibit 97 of the Annual Report on Form 10-K filed February 23, 2024.
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, 2025 and 2024; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023; (iii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023; 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 in accordance with Item 601(b)(10)(iv) of Regulation S-K.
**
Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
+
Indicates a management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 2, 2026
RIOT PLATFORMS, INC.
/s/ Jason Les
Jason Les
Chief Executive Officer
(Principal Executive Officer)
/s/ Jason Chung
Jason Chung
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Les and Colin Yee, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jason Les
March 2, 2026
Jason Les
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Jason Chung
March 2, 2026
Jason Chung
Chief Financial Officer
(Principal Financial Officer)
/s/ Ryan Werner
March 2, 2026
Ryan Werner
Chief Accounting Officer
(Principal Accounting Officer)
/s/ Benjamin Yi
March 2, 2026
Benjamin Yi
Director & Executive Chairman
/s/ Lance D’Ambrosio
March 2, 2026
Lance D’Ambrosio
Director
/s/ Jaime Leverton
March 2, 2026
Jaime Leverton
Director
/s/ Douglas Mouton
March 2, 2026
Douglas Mouton
Director
/s/ Michael Turner
March 2, 2026
Michael Turner
Director
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