Riot Platforms, Inc. — Director's Dealing 2023

Jul 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Platforms, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2023-07-13

Reporting Person: Jackman William Richard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-13	Common Stock	A	123213	—	Acquired	758131	Direct
2023-07-13	Common Stock	A	246426	—	Acquired	1004557	Direct

Footnotes

F1: Represents a grant of unvested restricted shares of the Issuer's Common Stock, no par value per share, (the "Restricted Shares") granted to the Reporting Person, as compensation for services to the Issuer, according to the Long-Term Incentive Program established, as of July 13, 2023, (the "LTIP") by the Issuer's Compensation and Human Resources Committee of its Board of Directors (the "Committee") under the Issuer's 2019 Equity Incentive Plan, as amended, (the "Equity Plan") for the period ending July 31, 2026 (the "Award Term"). According to the award agreement between the Issuer and Reporting Person governing such award (the "Award Agreement"), the final number of Restricted Shares to vest shall be determined as of the end of the Award Term, based on (i) the Reporting Person's continued employment with the Issuer through vesting, and (ii) the Issuer's achievement of certain performance objectives established for it by the Committee under the LTIP.

F2: Represents the award of service-based restricted shares of the Issuer's Common Stock ("RSAs") granted to the Reporting Person, as authorized by the Committee under the LTIP, as compensation for serving as the Issuer's EVP and General Counsel, pursuant to an LTIP award agreement with the Issuer. These shares are eligible to vest, if at all, in three approximately equal annual tranches as of July 1, 2024, July 1, 2025 and July 1, 2026, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates. Any unvested portion of the RSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore.

F3: Represents the maximum achievable award of performance-based restricted shares of the Issuer's Common Stock ("PRSAs") of up to a maximum of 200% of the target amount, which is 123,213, during the three-year performance period from January 1, 2023 through December 31, 2025 (the "Performance Period"), granted to the Reporting Person, as authorized by the Committee under the LTIP, pursuant to an LTIP award agreement with the Issuer. These PRSAs are eligible to vest, if at all, based upon certification by the Committee of the Company's achievement, as of the end of the Performance Period, of performance objectives, and subject to the Reporting Persons continued service with the Issuer through July 31, 2026. Any unvested portion of the PRSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore.