Riot Platforms, Inc. — Director's Dealing 2024

Jul 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Riot Platforms, Inc. (RIOT)
CIK: 0001167419
Period of Report: 2024-07-01

Reporting Person: Howell Stephen Mitchell Jr. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-01	Common Stock	F	3188	$9.95	Disposed	446246	Direct
2024-07-01	Common Stock	A	125628	—	Acquired	571874	Direct
2024-07-01	Common Stock	A	251256	—	Acquired	823130	Direct

Footnotes

F1: Shares surrendered to the Issuer, in accordance with Rule 16b-3 under the Exchange Act, to cover tax liabilities incident to the vesting of 8,214 restricted shares of the Issuer's Common Stock previously issued to the Reporting Person as service-based restricted stock awards ("RSAs") granted under the Issuer's 2019 Equity Incentive Plan, as previously reported on Form 3.

F2: Represents the award of RSAs, granted to the Reporting Person, as authorized by the Issuer's Compensation and Human Resources Committee of its Board of Directors (the "Committee") under the Long-Term Incentive Program established, as of July 13, 2023, (the "LTIP"), 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, 2025, July 1, 2026, and July 1, 2027, 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, no par value per share, ("PRSAs") of up to a maximum of 200% of the target amount, which is 125,628 shares, during the three-year performance period from January 1, 2024 through December 31, 2026 (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 certain performance objectives, and subject to the Reporting Persons continued service with the Issuer through July 1, 2027. Any unvested portion of the PRSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore.