UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2023 (February 1, 2023)

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)


Nevada	001-33675	84-1553387
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	RIOT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of February 1, 2023, Mr. Chad Everett Harris is no longer employed by Riot Platforms, Inc. (“Riot” or the “Company”). Mr. Harris’s duties as Chief Commercial Officer of the Company, as well as his positions with the Company’s subsidiaries, have been transitioned. His departure from Riot is determined to be a termination without “Cause,” as defined under the terms of Mr. Harris’s employment agreement, which are reflected in the Company’s standard executive employment agreement, a copy of which was filed as Exhibit 10.3 to the Company’s current report on Form 8-K filed October 3, 2022.

In connection with Mr. Harris’s departure, it is anticipated that the Company and Mr. Harris will enter into a separation agreement and general release, the material terms of which have not been finalized as of the date of this Current Report on Form 8-K. Upon the effectiveness of such agreement, Mr. Harris will be eligible to receive separation benefits corresponding to a termination without “Cause” under the Company’s standard executive employment agreement, subject to his compliance with the terms of such separation agreement and general release.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RIOT PLATFORMS, INC.


	By:	/s/ Colin Yee
	Name:	Colin Yee
	Title:	Chief Financial Officer

Date: February 1, 2023