3 unchanged sentences
Holders of our Common Stock
−Removed: As of March 1, 2023, there were approximately 1,253 holders of record of our common stock.
+Added: As of February 20, 2024, there were approximately 1,815 holders of record of our common stock.
The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
5 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, 2017 through December 31, 2022, of the cumulative total return on our common stock, the Nasdaq Composite Index and the Russell 2000 Index.
−Removed: Due to the infancy of our industry, we have not compared our performance against a self-constructed peer group or used a Published Industry Index.
+Added: The following graph shows a comparison over a five-year period from December 31, 2018 through December 31, 2023, of the cumulative total return on (a) our common stock (RIOT), (b) our self-constructed Peer Group Index, (c) the RUSSELL 3000 Index (“RUSSELL 3000”), (d) the NASDAQ Composite Index (“NASDAQ Composite”), and (e) the RUSSELL 2000 Index (“RUSSELL 2000”), assuming an aggregate initial investment in each of $100 on December 31, 2018 (and weighted based on the market cap of each peer in the Peer Group Index as of December 31, 2018), including reinvestments of any dividends.
Such returns are based on historical results and are not intended to suggest future performance.
−Removed: Data for the Nasdaq Composite Index and the Russell 2000 Index assumes an investment of $100 on December 31, 2017 and reinvestment of dividends.
−Removed: We have historically not declared or paid cash dividends on our common stock .
+Added: Historically, we have not declared or paid cash dividends on our common stock .
+Added: For the year ended December 31, 2023, the Company elected to change the relative benchmark groups from NASDAQ Composite and RUSSELL 2000, to a self-constructed Peer Group Index, and RUSSELL 3000.
+Added: Management believes that the self-constructed Peer Group Index includes companies that are more aligned with Riot than NASDAQ Composite, which was previously used due to the infancy of the industry and the lack of an established peer group.
+Added: Additionally, the change from RUSSELL 2000 to RUSSELL 3000 reflects the Company’s decision to utilize RUSSELL 3000 to determine our stock’s relative performance under the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Incentive Plan”).
+Added: During the year ended December 31, 2023, we established a peer group as disclosed in our definitive proxy statement for our 2023 annual meeting of stockholders (the “2023 Proxy Statement”).
+Added: Our self-constructed Peer Group Index consists of the members of our peer group with available publicly traded market data as of, and subsequent to, December 31, 2018, and consists of:
+Added: Marathon Digital Holdings, Inc.
+Added: (MARA), Hut 8 Corp.
+Added: (HUT), CleanSpark, Inc.
+Added: (CLSK), HIVE Digital Technologies, Ltd.
+Added: (HIVE), Bit Digital, Inc.
+Added: (BTBT), TeraWulf Inc.
+Added: (WULF), and Mawson Infrastructure Group, Inc.
+Added: Issuer Purchases of Securities
+Added: During the three months ended December 31, 2023, certain of our employees surrendered shares of common stock awarded to them to satisfy statutory minimum federal and state tax obligations associated with the vesting of restricted stock awards issued under our 2019 Equity Incentive Plan .
+Added: The following table summarizes these repurchases:
+Added: Announced Plans
+Added: Under the Plans
+Added: per Share (a)
+Added: October 1, 2023 through October 31, 2023
+Added: November 1, 2023 through November 30, 2023
+Added: December 1, 2023 through December 31, 2023
+Added: (a) 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.
Recent Sales of Unregistered Securities
1 unchanged sentence
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.
−Removed: On May 26, 2021, at the closing of the Whinstone Acquisition, we issued 11.8 million shares of our common stock to Northern Data in exchange for all of the issued and outstanding equity interests of Whinstone.
+Added: 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: On May 26, 2021, at the closing of the Whinstone Acquisition, we issued 11.8 million shares of our common stock to Northern Data in exchange for all of the issued and outstanding equity interests of Whinstone US, Inc.
+Added: (“Whinstone”).
These shares were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.
2 unchanged sentences
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.