Item 5. Other Information
Item 5. Other Information
During the three months ended March 31, 2026, 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 (“10b5-1 Plan”).
49
Table of Contents
Item 6. Index of Exhibits
The following are incorporated by reference herein to the exhibit previously filed with the SEC at the location indicated below or are filed herewith as indicated below:
Exhibit
Description
Location
2.1
Plan of Merger, dated effective as of December 30, 2022, by and between Riot Blockchain, Inc. and Riot Platforms, Inc.
Exhibit 2.1 of the Current Report on Form 8-K filed January 3, 2023.
3.1
Articles of Incorporation filed September 19, 2017.
Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017.
3.2
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.
3.3
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.
3.4
Amended and Restated Bylaws effective March 26, 2026.
Exhibit 3.1 of the Current Report on Form 8-K filed April 1, 2026.
3.5
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.
3.6
Articles of Merger between Riot Blockchain, Inc. and Riot Platforms, Inc.
Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023.
10.1 +
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.
10.2 +
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.
10.3 +
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.
10.4 +
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.
10.5 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and Stephen Howell, dated as of January 1, 2026.
Filed herewith.
10.6 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and Jason Chung, dated as of January 1, 2026.
Filed herewith.
10.7 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and William Jackman, dated as of January 1, 2026.
Filed herewith.
10.8 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and Jason Les, dated as of January 1, 2026.
Filed herewith.
50
Table of Contents
10.9 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and Benjamin Yi, dated as of January 1, 2026.
Filed herewith.
10.10 +†*
Amended and Restated Professional Services Agreement, by and between the Company and Colin Yee, dated as of January 1, 2026.
Filed herewith.
10.11 +†*
Amended and Restated Executive Employment Agreement, by and between the Company and Jonathan Gibbs, dated as of June 11, 2025.
Filed herewith.
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).
Filed 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).
Filed herewith.
101
Inline XBRL (Extensible Business Reporting Language). The following from this Quarterly Report, formatted in iXBRL (inline XBRL): (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements.
Filed herewith.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement.
† 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 Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
51
Table of Contents
SIGNATURES
Pursuant to the requirements 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: April 30, 2026
RIOT PLATFORMS, INC.
(Registrant)
/s/ Jason Les
Jason Les
Chief Executive Officer
(Principal Executive Officer)
/s/ Jason Chung
Jason Chung
Chief Financial Officer
(Principal Financial Officer)
52