Riot Platforms, Inc. 10-Q

Item 5. Other Information During the three months ended September 30, 2024, 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 September 10, 2024 , Jason Les , Chief Executive Officer and director of the Company, entered into a 10b5-1 Plan providing for the potential sale of up to 1,050,000 shares of our common stock through the scheduled expiration date of the 10b5-1 Plan on October 31, 2025 . ​ 51 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 June 27, 2023. ​ Exhibit 3.1 of the Current Report on Form 8-K filed June 30, 2023. ​ ​ ​ ​ ​ 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† ​ 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. ​ ​ ​ ​ ​ 10.2† ​ NYDIG Digital Asset Custodial Agreement, dated as of November 1, 2023, between NYDIG Trust Company LLC and Riot Platforms, Inc. ​ Filed herewith. ​ ​ ​ ​ ​ 10.3 ​ 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. ​ ​ ​ ​ ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52 Table of Contents 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 September 30, 2024 and December 31, 2023; (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023; (iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023; (v) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023; 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. ​ ​ ​ ​ ​ † Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplement copies of any of the omitted schedules upon request by the SEC. ​ ​ ​ ​ ​ ​ 53 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ Riot Platforms, Inc. ​ ​ Date: November 4, 2024 /s/ Jason Les ​ Jason Les ​ Chief Executive Officer (principal executive officer and duly authorized officer) ​ ​ ​ /s/ Colin Yee ​ Colin Yee ​ Chief Financial Officer (principal financial officer and duly authorized officer) ​ ​ ​ ​ 54