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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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RIOT PLATFORMS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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RIOT PLATFORMS, INC.

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

[•], 2024

Fellow Stockholders:

On behalf of the Board of Directors (the “Board”) of Riot Platforms, Inc., a Nevada corporation, [Nasdaq: “RIOT”] (“Riot” or the “Company”), we are pleased to invite you to attend the 2024 Annual General Meeting of the Company’s stockholders (the “Annual Meeting”) to be held at 10:00 a.m. (Eastern Time) on Wednesday, June 12, 2024. The Annual Meeting will be virtual-only, held exclusively online to facilitate stockholder attendance and provide a consistent experience to all stockholders regardless of location. The live webcast of the meeting will be available via the virtual meeting portal at:

www.virtualstockholdermeeting.com/RIOT2024

The accompanying Notice of Annual General Meeting of Stockholders and proxy statement (the “Proxy Statement”) provide details about the Annual Meeting, including the nominees for election to the Board and other matters to be considered at the Annual Meeting, as well as additional information regarding virtual attendance for the Annual Meeting, which can be found on page 1 of the Proxy Statement.

We are happy to share the Board’s perspectives on Riot’s performance and accomplishments during 2023 and Riot’s future beginning in 2024.

Board Oversight and Focus

The primary focus of the Board throughout 2023 was to ensure that the Company was well positioned and appropriately resourced to build on our strengths as we navigated through the volatility in the market. The Board oversaw management’s execution of its vision of continuing a growth-focused corporate strategy, right-sized to drive long-term stockholder value. Furthermore, the Board and management remain committed to responsible corporate governance with a focus on risk management and intelligent growth, to ensure Riot continues to execute on our five core values: Teamwork, Accountability, Urgency, Transparency, and Attention to Detail. By applying these core values to our key functions, the Board strives to enhance Company performance, compliance and execution, thus returning value to all of our stockholders.

Company Performance in 2023

During 2023, the Company continued to expand and develop on our goal of being an investment grade, publicly traded, vertically integrated, Bitcoin mining company. We completed the expansion of our Bitcoin mining facility in Rockdale, Texas (the “Rockdale Facility”) which is believed to be the largest single Bitcoin mining facility in North America, as measured by developed capacity. Additionally, we have made significant strides in developing our second large-scale Bitcoin mining facility outside of Corsicana, Texas (the “Corsicana Facility”) which, upon completion, is expected to have approximately one gigawatt (1,000 megawatts (“MW”)) of Bitcoin mining capacity. Development of the first four hundred MW of mining capacity purpose-built for immersion cooling, is expected to be completed in 2024.

In addition to the expansion of our mining infrastructure, we made great strides in 2023 towards expanding our Bitcoin mining power to increase our share of global hash rate and maximize the revenue potential of our operations. As of December 31, 2023, we operated 112,944 miners with a total hash rate capacity of 12.4 exahash per second (“EH/s”), which enabled us to mine 6,626 Bitcoin in 2023, representing a 19.3% increase over the 5,554 Bitcoin we mined in 2022.

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Based on our existing operations and expected deliveries of the miners we have purchased, we anticipate we will have a total hash rate capacity of 31 EH/s by December 31, 2024.

Another of our top priorities is to be an industry leader in cost to mine Bitcoin. We believe that remaining cost-focused will provide Riot with the foundation to pursue its strategic growth initiatives and, ultimately, increase stockholder value. Our 2023 results demonstrate that Riot’s positioning, vertical integration strategy and management team delivered consistent and sustainable performance in 2023. We believe our size and scale, and the strength of our balance sheet, continue to provide a competitive advantage in the Bitcoin mining space. We are pleased with the trajectory of the Company and plan to stay focused on maximizing efficient growth and a low cost to mine beyond the halving.

Investments in Riot’s Future

Riot has invested substantially in the Company’s future through development, acquisitions, and talent management. We have continued to grow through challenging economic conditions, and we believe the Company is well positioned to take advantage of present and future market opportunities. In a nascent industry such as Bitcoin mining, we continue to believe that maintaining a conservative balance sheet is the best path forward. To date, the Company has financed all growth and operations through the issuance of equity and the sale of mined Bitcoin, with de minimis debt financing. As fellow Riot stockholders, we are cognizant of the dilutive effect of raising capital through equity sales; however, we believe that the capital we raise allows us to invest in the Company in ways that will provide positive returns on our stockholders’ investments, and that these efforts have put us in a strong financial position to capitalize on strategic growth opportunities. Further, by raising capital through equity sales and our operations, we have maintained a conservative balance sheet and avoided high-cost debt financing, a strategy which we believe has negatively impacted our competitors. Notwithstanding the foregoing, the Company is constantly looking to reduce its cost of capital and will consider accretive and carefully structured debt financing.

April 2024 hosts the Bitcoin industries fourth “halving” event. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin, which uses a proof-of-work consensus algorithm. At a predetermined block that occurs approximately every four years, the mining reward is cut in half (hence the term “halving”). Halvings will continue to occur until the total amount of Bitcoin currency rewards issued reaches approximately 21 million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur around the year 2140. This decrease in available supply is a core tenet of Bitcoin, its scarcity proposition and one of the reasons we remain optimistic on Bitcoin’s future.  

Following each halving, the market price of Bitcoin has been observed to increase in response to the reduction in the supply of new Bitcoin; however, there is no guarantee that this trend will continue following this most recent halving. We anticipate that as a result of this halving, revenue from Bitcoin mining operations will fall significantly, straining margins from mining operations. We, therefore, expect that the halving will impact high-cost miners to a greater extent than low-cost miners, such as Riot. As such, we are asking our stockholders to approve an increase in authorized shares of Riot’s common stock. We believe access to additional available equity capital to issue in the event of strategic merger and acquisition opportunities will be integral during these next four years because the industry may continue to experience a period of consolidation. As an industry leader, Riot is poised to increase market share through strategic mergers and acquisitions opportunities that add accretive value to stockholders.

Riot has been mining Bitcoin since 2017, and our Board and management team have helped the Company expand our operations through business cycles, market volatility, regulatory hurdles, a global pandemic, and an ever-changing global supply chain. Through these challenges, our management team and Board have continued to believe in the Company’s long-term vision for Bitcoin and Bitcoin mining. We expect that the seeds we are planting now will provide years of growth in an emerging sector that, to date, has demonstrated significant growth potential. The Board is confident in our management team’s ability to execute and deliver returns to our stockholders.

Your Vote Matters

Your vote is important to us. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. Vote now over the Internet at www.proxyvote.com, or by telephone or by mail. If you wish to vote by mail, please complete, sign, and date your proxy card or voting instruction card and return it according to the instructions provided.

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Voting as soon as possible will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual Meeting. If you have already voted, there is no need to vote again unless you wish to change your vote.

We thank you for your continued support.

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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES ONLINE USING THE SIXTEEN-DIGIT CONTROL NUMBER ASSIGNED TO YOU, BY TELEPHONE, OR BY MAIL. TO VOTE BY MAIL, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY CARD OR VOTING INSTRUCTION CARD AND RETURN IT IN THE PROVIDED POSTAGE-PAID ENVELOPE ACCORDING TO THE INSTRUCTIONS PROVIDED. PLEASE DO NOT SHARE YOUR CONTROL NUMBER.

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NOTICE OF 2024 ANNUAL GENERAL MEETING OF STOCKHOLDERS

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TO BE HELD ON WEDNESDAY, JUNE 12, 2024, AT 10:00 A.M. (EASTERN TIME)

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of the stockholders (the “Annual Meeting”) of Riot Platforms, Inc., a Nevada corporation (“Riot” or the “Company”) will be held at 10:00 a.m. (Eastern Time) on Wednesday, June 12, 2024, or such later date as the Annual Meeting may be adjourned or postponed. The Annual Meeting will be conducted exclusively online at:

www.virtualstockholdermeeting.com/RIOT2024

through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources, or physical location. The Annual Meeting will be virtual-only and held exclusively online. As such, no in-person attendance option will be available. To find instructions on how to access and log in to the virtual Annual Meeting, see “How do I attend the virtual Annual Meeting?” on page 1 in the accompanying proxy statement (the “Proxy Statement”).

Each stockholder receiving this Notice of 2024 Annual General Meeting of Stockholders (this “Notice”) has been assigned a 16-digit control number, which is required to register for and gain admittance to the Annual Meeting. The unique 16-digit control number assigned to you can be found on the enclosed proxy card or voting instruction card accompanying this Notice. Specific instructions on how to access the virtual Annual Meeting are included at the end of this Notice and in the accompanying Proxy Statement.

The following five (5) proposals, as more fully described in the accompanying Proxy Statement, are being submitted to our stockholders for their consideration at the Annual Meeting:

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THIS IS NOT A BALLOT. YOU CANNOT USE THIS NOTICE TO VOTE YOUR SHARES.

This Notice presents only an overview of the more complete Proxy Statement accompanying this Notice, which is hereby made part of this Notice. The Proxy Statement is also available to you on the Internet at www.proxyvote.com, the Securities and Exchange Commission’s website, www.SEC.gov, or by visiting our website, www.RiotPlatforms.com, and navigating to the “Investors” page, where the Proxy Statement can be found under the “SEC Filings” tab.

The Board of Directors has established the close of business on Tuesday, April 23, 2024, as the record date (the “Record Date”) for determining those of our stockholders entitled to attend, and vote their shares at, the Annual Meeting. Accordingly, only holders of our common stock, no par value per share, of record at the close of business on the Record Date will receive this Notice and be eligible to attend and vote their shares at the Annual Meeting (including any adjournments or postponements thereof). Holders of other classes of our outstanding capital stock are not entitled to vote at the Annual Meeting. As of the Record Date, there were [•] shares of Company common stock, no par value per share, outstanding and entitled to vote at the Annual Meeting. The foregoing shares of our common stock, no par value per share, are referred to herein as “shares.” A list of stockholders of record as of the Record Date will be available at the Annual Meeting online at the virtual meeting portal, www.virtualstockholdermeeting.com/RIOT2024, and will be available by request during the ten (10) days prior to the Annual Meeting by submitting your written request to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Corporate Secretary.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote your shares by proxy as soon as possible so that we can ensure your vote will be represented at the Annual Meeting.

You may submit your vote by proxy with your 16-digit control number using any of the following methods:

Before the Annual Meeting:

During the virtual Annual Meeting: Voting over the internet at www.virtualstockholdermeeting.com/RIOT2024.

Your proxy, whether given online at www.proxyvote.com, by telephone, or through the return of the enclosed proxy card, may be revoked prior to its exercise by either: (i) submitting a written notice of revocation or a duly executed proxy bearing a date later than your previously-submitted proxy to: Vote Processing, c/o: Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Corporate Secretary, prior to the Annual Meeting; or (ii) attending the virtual Annual Meeting via the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2024 and voting your shares, virtually using your 16-digit control number, live at the Annual Meeting. To ensure fair conduct of the Annual Meeting and that our stockholders of record as of the Record Date are able to participate in the Annual Meeting, you will not be able to participate in the virtual Annual Meeting without the unique 16-digit control number assigned to you and provided on the back of your proxy card or voting instruction card.

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We urge you to review the accompanying proxy materials carefully and to vote as promptly as possible. Please note that we have enclosed the Proxy Statement and your proxy card along with this Notice.

Castle Rock, CO

[•], 2024

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RIOT PLATFORMS, INC.

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

PROXY STATEMENT

FOR THE 2024 ANNUAL GENERAL MEETING OF STOCKHOLDERS

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INTRODUCTION

This Proxy Statement, along with the accompanying Notice of 2024 Annual General Meeting of Stockholders (the “Notice”), contains information about the 2024 Annual General Meeting of the stockholders of Riot Platforms, Inc., including any adjournments or postponements thereof (the “Annual Meeting”). In this Proxy Statement, we refer to Riot Platforms, Inc., a Nevada corporation, and its consolidated subsidiaries, as “Riot,” “Riot Platforms,” the “Company,” “we,” “us” or “our.”

We are holding the Annual Meeting at 10:00 a.m. (Eastern Time) on Wednesday, June 12, 2024, or such later date or dates as the Annual Meeting may be adjourned or postponed. The Annual Meeting will be virtual-only and held exclusively online via the virtual meeting portal, at www.virtualstockholdermeeting.com/RIOT2024, and no option to attend the virtual Annual Meeting in-person will be available. For specific instructions on how to attend the virtual Annual Meeting, please see “How do I vote?” beginning on page 2 of this Proxy Statement.

This Proxy Statement, the accompanying proxy card and, though not part of this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”) are being mailed, commencing on or about [•], 2024, to the stockholders of record (as defined below) entitled to notice of and to vote at the Annual Meeting. Please see “Who may attend and vote at the Annual Meeting?” on page 1 of this Proxy Statement. Copies of this Proxy Statement and our 2023 Annual Report are available at www.proxyvote.com. You can also find copies of our Annual Reports on Form 10-K as well as all our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “SEC”) on the SEC’s website, www.SEC.gov, or through the “Investors” section of our website at www.RiotPlatforms.com. Except for those reports we have filed with the SEC, and as specifically incorporated by reference herein, the information contained on our website is not part of these proxy solicitation materials.

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GENERAL INFORMATION

Meeting Information:

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We include these questions and answers to provide some background and clarity concerning voting, solicitation and other general information. We encourage you to read this Proxy Statement and the accompanying materials carefully and in their entirety.

All Riot stockholders are encouraged to attend the virtual Annual Meeting, which will be held online to provide a consistent experience to all stockholders.

Who may attend and vote at the Annual Meeting?

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Only persons who held shares of our common stock, no par value per share, (“shares”) at the close of business on the record date, April 23, 2024 (the “Record Date”), as identified by our transfer agent are entitled to attend and vote their shares at the Annual Meeting. In addition to stockholders of record (whose shares are registered in the stockholder’s name) holding shares as of the Record Date, each “beneficial owner” (whose shares are registered or held in the name of such person’s broker, bank or other nominee) as of the Record Date is also entitled to vote by using the methods described below. For more information, please see the information provided under the section entitled “How do I vote?” below.

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As of the Record Date, there were [•] shares issued, outstanding and entitled to vote at the Annual Meeting.

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How do I attend the virtual Annual Meeting?

To be admitted to the virtual Annual Meeting, navigate via web browser to the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2024 and enter the 16-digit control number from your Notice of Internet Availability of Proxy Materials or proxy card. Once admitted, stockholders may submit written questions, vote their shares and view reference materials (such as our list of stockholders as of the Record Date). The Annual Meeting will be held entirely online to through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources, or physical location. Accordingly, no in-person or alternative venue will be provided, and all stockholders entitled to attend the Annual Meeting must do so through the virtual meeting portal using the 16-digit control number provided.

If you experience technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website. We will have technicians ready to assist you beginning 15 minutes prior to the start of the Annual Meeting, at 9:45 a.m. Eastern Time on the meeting date, June 12, 2024.

What is a proxy and what is a proxy statement?

A proxy is your legal designation of another person to vote the shares you own on your behalf. That designated person is called a proxy. If you designate someone as your proxy, the document in which you make that designation also is called a proxy.

A proxy statement is a document that we are required by law to provide to you when we ask you to name a proxy to vote your shares. It contains background information on the matters that are being put to a vote. This document you are reading is a proxy statement, and we encourage you to read it carefully before voting.

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Why am I receiving this Proxy Statement?

You are a stockholder of record as of the Record Date and are therefore entitled to attend the Annual Meeting and vote your shares. We have sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials in connection with the solicitation by our Board of Directors (the “Board”) of your proxy to vote your shares at the Annual Meeting (including any adjournments or postponements thereof).

What information is contained in this Proxy Statement?

This Proxy Statement summarizes the information you need to know to vote on an informed basis. It contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and named executive officers, and other required information.

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the proposals outlined in the Notice included with this Proxy Statement. These proposals include:

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This Proxy Statement provides detailed information about each of these proposals.

How many votes do I have?

At the Annual Meeting, each stockholder of record is entitled to one vote for each share of Riot common stock owned as of the Record Date. Cumulative voting is not permitted.

How do I vote?

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy. If your proxy is properly submitted, you are legally designating the person or persons named on the proxy card to vote your shares as you have directed. All valid proxies that we receive through this solicitation, which are not revoked, will be voted in accordance with instructions you provide on the proxy card. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations discussed below, see “How does the Board recommend I vote on the proposals before the Annual Meeting?”. Voting by proxy will not affect your right to attend the virtual Annual Meeting.

How you may vote depends on how your shares are held. As explained below, the voting procedures are different for stockholders of record and for beneficial owners of our shares.

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What is the difference between being a stockholder of record and a beneficial owner and how does this affect my voting?

Many of our stockholders hold their shares through brokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Corporation, or if you possess stock certificates representing your shares, you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card or to vote at the Annual Meeting. If you are a stockholder of record, you may vote your shares at the Annual Meeting using any of the following methods:

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All proxies must be given and received prior to the Annual Meeting to be counted, so we encourage you to vote your shares as soon as possible to ensure your shares are represented at the Annual Meeting. The deadline for stockholders of record to vote by telephone or via the internet before the Annual Meeting is 11:59 p.m. (Eastern Time) on June 11, 2024. Otherwise, stockholders of record may vote their shares live during the Annual Meeting via the virtual meeting portal, as discussed above.

Beneficial Owners. If your shares are registered or held in the name of your broker, bank or other nominee (“Stockholder Nominee”), you are the beneficial owner of shares held in “street name” and are not a stockholder of record. Your proxy materials are being forwarded to you by your Stockholder Nominee, who is considered to be the stockholder of record with respect to your shares held in street name. As the beneficial owner, you have the right to instruct your Stockholder Nominee how to vote your shares, and you are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your Stockholder Nominee authorizing you to do so. Your Stockholder Nominee has instructions on how to direct your shares to be voted. You may vote by following those instructions and the instructions on the Notice; and, if you are a beneficial owner who obtained a legal proxy and is authorized to vote by your Stockholder Nominee, and you wish to submit your vote, you may do so by attending the virtual Annual Meeting and voting virtually, or you may vote your shares by telephone by dialing 1-800-454-8683.

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Do I need to attend the virtual Annual Meeting to vote my shares?

You do not need to attend the virtual Annual Meeting to vote your shares. Shares represented by valid proxies that are received in time for the Annual Meeting will be voted at the Annual Meeting unless they are revoked in advance of the meeting date. A stockholder may revoke a proxy before the proxy is voted by following the instructions under the heading “May I change or revoke my proxy?” below.

May I change or revoke my proxy?

If you are a shareholder of record, you may revoke your proxy or change your vote at any time before your shares are voted at the Annual Meeting. There are several ways to do this:

Before the Annual Meeting:

During the Annual Meeting:

If you are a beneficial owner, you may revoke your proxy or change your vote by submitting new voting instructions to your Stockholder Nominee.

What should I do if I receive more than one proxy card?

You may receive more than one proxy card or voting instruction card if you hold shares in more than one account, which may be held directly, in registered form (i.e., as a stockholder of record), or held in street name (i.e., as a beneficial owner). Please vote in the applicable manner described under “How do I vote?”, beginning on page 2, on the proxy card for each account to ensure that all your shares are voted.

Will my shares be voted if I do not return my proxy card?

If shares are registered in your name, they will not be voted if you do not submit your proxy card by mail, online via the portal at www.proxyvote.com, or by telephone by dialing 1-800-690-6903, or if you do not attend the virtual Annual Meeting and vote your shares virtually using the unique 16-digit control number assigned to you on your proxy card, during the Annual Meeting. Please see the section of this Proxy Statement entitled “How do I vote?” beginning on page 2 above for specific instructions on how to vote your shares. Unless otherwise indicated under the section “What vote is required to approve each proposal presented at the Annual Meeting” below, if you submit your proxy card without instructions as to how your shares should be voted, your shares represented by such proxy card will be voted in accordance with the Board’s recommendations.

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Stockholder Nominees holding shares in street name for the benefit of beneficial owners who do not receive voting instructions from their beneficial owner clients generally have the discretion to vote their clients’ uninstructed shares on certain routine matters (“routine matters”) presented at the Annual Meeting, but do not have the discretion to vote their clients’ uninstructed shares on all other matters (“non-routine matters”) presented at the Annual Meeting. Of the five (5) proposals being presented to the stockholders at the Annual Meeting, only Proposal No. 2 (the ratification of our independent registered public accounting firm) and Proposal No. 4 (vote to approve the amendment to the Company’s Articles of Incorporation) are each considered routine matters. The remaining three (3) proposals, Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve the compensation of our named executive officers), and Proposal No. 5 (approval to amend the 2019 Equity Plan) are considered non-routine matters. This means that if your shares are held in street name and you do not provide voting instructions to the Stockholder Nominee that holds your shares for your benefit, such Stockholder Nominee has the authority - even if it does not receive instructions from you - to vote your uninstructed shares on the ratification of our independent registered accounting firm and the amendment to the Company’s Articles of Incorporation, but does not have the authority to vote your uninstructed shares on the election of directors, to advise us regarding the compensation of our named executive officers or to approve the amendment to the 2019 Equity Plan.

If your Stockholder Nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter, or if your Stockholder Nominee chooses not to vote on a matter for which it does have discretionary voting authority, a “broker non-vote” has occurred. The effects of a broker non-vote on the proposal for which we are requesting stockholder votes are explained below.

Shares that are subject to a broker non-vote are considered present at the Annual Meeting for determining whether the quorum requirement has been met (see “What is a quorum?” on page 7 of this Proxy Statement for further discussion of our quorum requirement for the Annual Meeting); however, shares subject to a broker non-vote will not be counted as a vote cast with respect to a proposal. Because abstentions and broker non-votes do not represent shares cast with respect to a proposal, broker non-votes will have no effect on the outcome of votes on any of the proposals put forth in this Proxy Statement, except as required under Nevada law and identified in this Proxy Statement. Accordingly, the outcome of the votes on these proposals will be determined solely by reference to the shares actually voted, by properly submitted proxy card or live at the Annual Meeting, and, other than with respect to Proposal No. 2 and Proposal No. 4, broker non-votes (and all other unvoted shares) will have no effect.

We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.

What vote is required to approve each proposal presented at the Annual Meeting?

Proposal No. 1: Election of Directors. We are seeking stockholder votes on the election to the Board of two (2) Class III director nominees, as identified in this Proxy Statement. As permitted by Nevada law and our Bylaws, director nominees for service on our Board are elected by a plurality voting standard. This means that those director nominees receiving the most “FOR” votes cast in favor of their election to the Board will be elected to the Board.

Accordingly, you may vote your shares “FOR” each nominee, or you may “WITHHOLD” your vote from each nominee. Votes that are withheld will not be included in the vote tally for the election of the director and thus will have no effect on the outcome of the vote on this proposal. If you submit your proxy card without directing your proxy how to vote your shares, your shares will be voted in accordance with the Board’s recommendations.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients without such clients’ instructions on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 1, as broker non-votes. Broker non-votes and abstentions will not affect the results of the vote on this proposal.

Proposal No. 2: Ratification of Auditor Appointment. We are seeking our stockholders’ ratification, in a non-binding advisory vote, of the appointment of Deloitte to serve as our independent registered public accounting firm (our “Auditor”) for the fiscal year ending December 31, 2024. The ratification of the appointment of our Auditor for 2024 requires the

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affirmative vote of the majority of the shares cast on this Proposal No. 2 (i.e., the number of “FOR” votes cast must exceed the number of “AGAINST” votes cast on this Proposal No. 2 to ratify our appointment of our Auditor). Under applicable Nasdaq Stock Market (“Nasdaq”) market rules (the “Nasdaq Rules”), Nevada law and SEC regulations, we are not required to obtain the approval of our stockholders to appoint our auditors; however, we consider our stockholders’ advisory vote when reviewing our Auditor engagement.

Stockholder Nominees have authority to vote customers’ unvoted shares, held by the firms in street name, on this routine proposal. However, if a Stockholder Nominee does not exercise this authority, a broker non-vote will result. Broker non-votes, if any, and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

Proposal No. 3: “Say-On-Pay.” We are seeking a non-binding advisory vote by our stockholders regarding the compensation of our named executive officers, which is discussed in greater detail below in this Proxy Statement. The affirmative vote of the majority of the shares cast on this Proposal No. 3 is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers (i.e., the number of “FOR” votes cast must exceed the number of “AGAINST” votes cast on this Proposal No. 3 for stockholder non-binding, advisory approval of the compensation of our named executive officers to be obtained). While the results of this advisory vote are non-binding, the Compensation and Human Resources Committee of the Board (the “Compensation Committee”), and the Board as a whole, values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for our named executive officers.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients without such clients’ instructions on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 3, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

Proposal No. 4: Approval to Amend the Company’s Articles of Incorporation. We are seeking stockholder approval to amend our Articles of Incorporation to increase the number of shares of common stock authorized for issuance thereunder from 340,000,000 shares to 680,000,000 shares. The affirmative vote of a majority of the total number of shares of our common stock outstanding and entitled to vote as of the Record Date is required to approve the amendment to the Company’s Articles of Incorporation.

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Stockholder Nominees have authority to vote customers’ unvoted shares, held by the firms in street name, on this routine proposal. However, if a Stockholder Nominee does not exercise this authority, a broker non-vote will result. Broker non-votes, if any, and abstentions will have the same effect as a vote against this proposal.

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Proposal No. 5: Approval of the Sixth Amendment to the 2019 Equity Plan. We are seeking stockholder approval of an amendment to the 2019 Equity Plan to increase the number of shares of our common stock reserved for issuance thereunder by 15,000,000 shares. The affirmative vote of a majority of the votes cast for this Proposal No. 5 is required for to obtain stockholder approval (i.e., the number of “FOR” votes cast on this Proposal No. 5 must exceed the number of “AGAINST” votes cast on this Proposal No. 5 for stockholder approval of the Sixth Amendment to the 2019 Equity Plan to be obtained).

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This Proposal No. 5 is considered a “non-routine matter” and, therefore, Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients, without their clients’ instructions, on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 5; nor will such shares be treated as present for purposes of determining a quorum. Because a majority of the votes cast are required to approve this Proposal No. 5, broker non-votes and abstentions and will not affect the results of the vote on this proposal.

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How does the Board recommend I vote on the proposals before the Annual Meeting?

The Board unanimously recommends that you vote “FOR” each of the Five Proposals presented at the Annual Meeting, as follows:

Proposal No. 1: Election of Directors.

Proposal No. 2: Ratification of Auditor Appointment.

Proposal No. 3: “Say-on-Pay”.

Proposal No. 4: Amendment of the Articles of Incorporation.

Proposal No. 5: Approval to Amend the 2019 Equity Plan.

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card. At the date of this Proxy Statement, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.

What is a quorum?

A quorum is the minimum number of shares under our Bylaws and Nevada law that must be represented virtually or represented by proxy for us to hold the Annual Meeting. The attendance, virtually or by proxy, of holders of not less than one-third of the outstanding shares of stock entitled to vote as of the Record Date will constitute a quorum for doing business at the Annual Meeting. Therefore, based on [•] shares outstanding as of [•], 2024, the presence of [•] shares, whether represented by their holder virtually or by proxy, will constitute a quorum for purposes of the Annual Meeting. If you grant your proxy and do not revoke it prior to the Annual Meeting, your shares will be considered present at the Annual Meeting and be counted toward the quorum. Proxies marked “Withhold” or “Abstain” and broker non-votes will be treated as shares that are present for purposes of determining whether a quorum has been met.

What happens if a quorum is not reached?

If a quorum cannot be reached, either the Chairman of the Board or, the stockholders, by a vote of the holders of a majority of shares present virtually or represented by proxy (which may be voted by the proxy holders), may, without further notice to any stockholder (unless a new Record Date is set), adjourn the Annual Meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

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Householding of Annual Disclosure Documents.

The SEC has adopted a rule concerning the delivery of annual disclosure documents to households with more than one stockholder. The rule permits the Company or brokers holding Company shares on your behalf to send a single set of our Annual Report and Proxy Statement or Notice to any household at which two or more of our stockholders reside, if the stockholders appear to be members of the same family. Each stockholder will continue to receive a separate proxy card or voting instruction card. This procedure is referred to as “householding” and benefits both stockholders and the Company. Householding reduces the volume of duplicate information received by stockholders and helps to reduce expenses. This rule applies to our Annual Reports, Proxy Statements, the Notice and any information statements. Once stockholders receive notice that communications to their addresses will be “householded”, the practice will continue until stockholders are notified otherwise or until they revoke their consent to the practice.

If at any time a stockholder no longer wishes to participate in householding and would prefer to receive separate sets of our annual disclosure documents or Proxy Statement or Notice, they may revoke their consent for future mailings by contacting our proxy advisors and virtual webcast hosts for the Annual Meeting, Broadridge Financial Solutions, Inc., via:

Similarly, if an address is shared with another stockholder and, together, both stockholders would like to receive only a single set of our annual disclosure documents, the stockholders should follow the same methods of notice instructions above.

Who is paying for this proxy solicitation?

The Company will bear the cost of the solicitation of proxies; however, we will not pay our directors, officers and employees any additional compensation for soliciting proxies in person, by telephone or by other means. We may reimburse brokerage firms, banks and other agents for reasonable out-of-pocket expenses for forwarding proxy materials to beneficial owners. We have engaged Okapi Partners, a proxy solicitation firm, to assist us in soliciting proxies in connection with the Annual Meeting for an engagement fee of approximately $15,000, plus reimbursement of reasonable out-of-pocket expenses. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies. Okapi Partners may be contacted via the methods below:

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (855) 305-0857

E-mail: info@okapipartners.com

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

When are stockholder proposals due for next year’s annual general meeting?

All stockholder proposals, including stockholder proposals for candidates for nomination for election to the Board, should be submitted in accordance with applicable SEC rules and regulations, Nevada law, and the Company’s procedures in its

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Bylaws for stockholder proposals. Stockholder proposals should be submitted to our Corporate Secretary by mail to the following address:

Riot Platforms, Inc.

3855 Ambrosia Street

Suite 301

Castle Rock, CO 80109

Attention: Corporate Secretary

Stockholder proposals intended to be presented at, and included in the definitive proxy statement for, the 2025 Annual General Meeting of Stockholders (the “2025 Annual Meeting”) must be delivered to our Corporate Secretary on or before the close of business on [•], to be considered timely pursuant to SEC Rule 14a-8 and our Bylaws. Stockholder proposals intended to be presented at the 2025 Annual Meeting outside of the SEC Rule 14a-8 process must be delivered to our Corporate Secretary at the above address no sooner than [•], and no later than [•], to be considered timely.

If the date of our 2025 Annual Meeting has been changed by more than thirty (30) days before or more than sixty (60) days after the first anniversary of this year’s Annual Meeting, notice by the stockholder must be delivered to our Corporate Secretary not earlier than the close of business on the ninetieth (90) day prior to the scheduled date of the 2025 Annual Meeting and not later than the close of business on the later of the sixtieth (60th) day prior the scheduled date of the 2025 Annual Meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company, to be considered timely.

Stockholders may nominate candidates for the Board by the same deadlines as set forth above for stockholder proposals outside of the SEC Rule 14a-18 process for such business to be eligible to come before the 2025 Annual Meeting. Each notice of business or nomination must set forth the information required by our Bylaws. Any such proposals, including stockholder proposals for candidates for nomination for election to the Board, must be submitted in accordance with applicable SEC rules and regulations, and follow the procedures in our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 and provide reasonable evidence of such compliance, upon request. Submitting a notice does not ensure that the proposal will be raised at the 2025 Annual Meeting. We will not permit stockholder proposals or nominations that do not comply with the foregoing notice requirements to be brought before the 2025 Annual Meeting.

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CORPORATE GOVERNANCE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our business operates under the direction of the Board, three of whom are independent. Pursuant to our Bylaws, our Board is divided into three approximately equal in size classes, with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The Governance and Nominating Committee (“Governance Committee”) and the Board have unanimously fixed the size of the Board at five directors, with one director designated as a Class I director, two directors designated as Class II directors, and two directors designated as Class III directors. The Class III director seats on the Board are up for election at this Annual Meeting, Class I director seat is up for election at the 2025 annual stockholders’ meeting, and the Class II director seats are next up for election at the 2026 annual stockholders’ meeting.

The Governance Committee and the Board have unanimously nominated and hereby recommend to the stockholders for their approval at the Annual Meeting the following director nominees for election to the Board:

Director Nominees

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Information relating to the nominees for election as director and for each continuing director, including period of service as a director of the Company, principal occupation, skill, experience and other biographical material, is shown later in this Proxy Statement.

Mr. Yi and Mr. Les have consented to stand for election as Class III directors; and we have no reason to believe that either is unable or will decline to serve as a director if elected. Although the Company knows of no reason why Mr. Yi or Mr. Les could not serve as a director, if either is unable to serve or is unwilling to serve, the accompanying proxy will be voted for a substitute nominee. Each director nominee, if elected, will serve until the expiration of their term and until a successor is named and qualified, or until their earlier resignation, death or removal.

As provided by our Bylaws, should a director die, resign or otherwise be removed from office prior to the expiration of his or her term of office, the remaining directors may appoint an interim director to fill the resulting vacancy on the Board until a successor is duly qualified and elected by the stockholders following the expiration of the term of office.

Vote Required

Pursuant to our Bylaws, the Company uses a plurality of votes cast by the stockholders entitled to vote for the election of directors. Plurality of the votes cast means that those director nominees receiving the most “FOR” votes cast in favor of their election to the Board will be elected to the Board. Votes that are marked “WITHHOLD” will not be included in the vote tally for the election of directors and thus will have no effect on the outcome of the vote on this proposal.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients without such clients’ instructions on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 1, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

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BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 1

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AS CLASS III DIRECTORS ON THE BOARD.

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INFORMATION REGARDING DIRECTORS

The information set forth in the following table is current as of the date of this Proxy Statement, of the individuals who currently serve as directors on the Board.

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Nominees for Class III Directors (Terms Expiring in 2027)

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Class II Directors (Terms Expiring in 2026)

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Class I Director (Term Expiring in 2025)

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Familial Relationships and Adverse Proceedings

There are no familial relationships among any of the director nominees and our directors or our executive officers, or between any of our directors and our executive officers, except that Mr. Yi is married to the first cousin of Ms. Cho. Additionally, none of our directors, director nominees or executive officers are party to any legal proceedings adverse to us.

Board Experience and Diversity

Diversity is an important attribute of a well-functioning board of directors, and our Board’s commitment to inclusion and diversity is reflected in our Board Diversity Policy adopted in 2023. Our Board values experience and diversity in selecting nominees to serve on our Board and believes that a diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills which will ensure that Riot retains a competitive advantage. Accordingly, in alignment with the Board Diversity Policy, when evaluating candidates for nomination as new directors, the Governance Committee will consider the foregoing factors and will include both underrepresented races and ethnicities and different genders in the pool of qualified candidates. If the

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Governance Committee chooses to engage a search firm, it will instruct such search firm to include both underrepresented races and ethnicities and different genders in the initial pool of qualified candidates. However, nomination of a candidate is not based solely on these factors. The Governance Committee periodically reviews the effectiveness of the Board Diversity Policy by reviewing best practices.

In accordance with Nasdaq’s board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender, racial and other characteristics as voluntarily confirmed to us by each of our directors. The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our directors’ qualifications and is not a complete list of each director nominees’ strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies above.

Director Skills and Demographic Matrix as of [•], 2024

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Board Diversity Matrix as of [•], 2024

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Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters

Our Corporate Governance Guidelines, together with our Board Committee Charters, provide the framework for the corporate governance of the Company. This promotes the interests of our stockholders and strengthens our Board and management accountability. Below is a summary of our Corporate Governance Guidelines and Board Committee Charters.

Our Code of Ethics and Business Conduct (the “Code of Ethics”) applies to our directors, officers, employees (including temporary employees), contractors, and interns (“Covered Persons”). This includes our Principal Executive Officer and our Principal Financial Officer. We require that they avoid conflicts of interest, comply with applicable laws, protect our assets and conduct business in an ethical and responsible manner and in accordance with the Code of Ethics. The Code of Ethics prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts or any other practice of unfair dealing or improper use of information. The Code of Ethics requires employees to comply with all applicable laws, rules and regulations wherever in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions.

If we make substantive amendments to the Code of Ethics, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our named executive officers, directors, financial professionals and persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report filed with the SEC on Form 8-K.

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We provide our Corporate Governance Guidelines, as well as the charters of each of our Board Committees and our Code of Ethics on our website at https://www.riotplatforms.com/overview/governance/governance-documents/. Information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

Board’s Role in Corporate Governance Matters

The Board oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the stockholders. Our Board has been focused on, and committed to, responsible and effective corporate governance. Our Board members conduct candid and constructive discussions and deliberations among themselves and with management and outside advisors regarding the strategic vision of the Company and in fulfillment of their oversight role with respect to the Company’s executive officers.

Further, our Board operates with a robust committee structure consisting of the Board’s three standing committees, Audit, Compensation, and Governance, each of which fulfill various aspects of the Board’s overall oversight and strategic roles. Each committee elects a chair from among its members to oversee and set the agendas for the committee’s meetings. As part of the Board’s role in overseeing the governance and structure of our business, the Board oversees the Company’s executive officers, including overseeing the partitioning of the various executive officers’ roles and responsibilities within the Company.

Our Board has adopted Corporate Governance Guidelines based on the best practices in our industry and the Board continues to review and adapt them over time. Our Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to our Board concerning corporate governance matters. Our Board regularly reviews our Corporate Governance Guidelines and updates them periodically in response to changing regulatory requirements and evolving governance practices. Our Corporate Governance Guidelines, Articles of Incorporation and Bylaws address various governance matters including, but not limited to, the following:

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A copy of our Corporate Governance Guidelines is available online at https://www.riotplatforms.com/overview/governance/governance-documents/.

Board Orientation and Continuing Education

Each member of our Board is required to participate in board orientation programs which are designed to familiarize new Board members with the Company’s business, strategies, and policies which provides new Board members assistance in developing Company and industry knowledge to optimize their service on the Board. The Governance Committee and management are responsible for maintaining the director orientation programs as well as director continuing education programs. The Board’s continuing education programs assist in maintaining and enhancing skills necessary to perform Board responsibilities. Continuing education programs may include internally developed programs, programs presented by third parties, and financial and administrative support to attend qualifying academic or other independent programs.

Board Structure

Our Bylaws provide that the Board is responsible for setting the size of the Board and for nominating individuals to stand for election to the Board by our stockholders. The Board has set the number of directors at five, and the Board is currently comprised of three non-employee independent directors and two executive directors who serve as part of our executive management team.

Our Bylaws also provide for a classified board, comprised of three approximately equal-in-size classes of directors (Class I, Class II, and Class III), with one of the three classes of directors standing for election at each annual general meeting of stockholders. At this time, the Board believes that the classified board structure is in the best interest of the Company. The classified board structure and corresponding terms will ensure that at any given time the majority of the directors will have deep knowledge of the Company and a firm understanding of its goals, and it allows for continuity and stability of the Board, promoting the balance of long-term and short-term interests of the Company and its stockholders. The structure also safeguards the Company from third-party takeover attempts, as it would require a longer period to change majority control of the Board. A classified Board remains accountable to the Company’s stockholders as directors continue to have a fiduciary responsibility to the stockholders.

Director Independence

Our common stock is listed on Nasdaq. Under the Nasdaq Rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Our Bylaws further provide that the Board may establish committees from time to time as it deems necessary or expedient, and that at least three directors serving on the Board must be “independent directors” within the meaning of the Nasdaq Rules and applicable SEC rules and regulations.

The definition of “independent director” included in the Nasdaq Rules includes a series of objective tests, such as whether the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s Corporate Governance Guidelines, the Board’s determination of independence is made in accordance with the Nasdaq Rules and the applicable SEC rules. Even though the Governance Committee and the Board have determined that each of the independent directors is “independent” according to the objective tests included in the Nasdaq Rules, the Board, as required by the Nasdaq Rules, has also made a subjective determination with respect to each independent director that such director has no material relationship with the Company (either directly or as a partner,

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stockholder or officer of an organization that has a relationship with the Company) and therefore meets the standards of independence required of “independent” directors under the Nasdaq Rules.

Currently, the Board has established three standing committees: the Audit Committee, the Governance Committee, and the Compensation Committee.

Upon the recommendation of the Governance Committee, our Board undertook a review of its composition, the composition of its committees, and the independence of our directors, and our Board considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our three (3) non-employee directors: Hannah Cho, Lance D’Ambrosio, and Hubert Marleau, representing a majority of our current directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq Rules and the applicable SEC rules.

Additionally, the Board has affirmatively determined that each of the three members of its three standing committees: Ms. Hannah Cho, Mr. Hubert Marleau, and Mr. Lance D’Ambrosio, are each deemed “independent” (as that term is defined under the applicable rules and regulations of the SEC and the Nasdaq Rules, including the additional Audit Committee member and Compensation Committee member independence standards set forth in the Nasdaq Rules).

There are no familial relationships among any of the director nominees and our directors or our executive officers, or between any of our directors and our executive officers, except that Mr. Yi is married to the first cousin of Ms. Cho.

Board Leadership

Our Board recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as we continue to grow. Accordingly, we separate the roles of Chief Executive Officer and Executive Chairman of our Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Executive Chairman provides guidance to the Chief Executive Officer and presides over meetings of our full Board.

Our Lead Independent Director fills the Executive Chairman’s role under the circumstances outlined herein. Our Lead Independent Director is responsible for overseeing the conduct of meetings and setting the agendas for the meetings of the Board when our Bylaws, Nasdaq Rules, applicable SEC rules and regulations, or Nevada law require our Executive Chairman to be absent. During such meetings, our Lead Independent Director has broad authority and oversight over the affairs of the Board. The Board believes its actions in adapting its leadership structure in response to the changes in its leadership and the challenges faced by the Company are evidence of its proactive commitment to strong corporate governance and appropriate independent director oversight of management. We believe this separation of responsibilities provides a balanced approach to overseeing us and managing our Board.

Our Board’s leadership is currently comprised of our Executive Chairman, Benjamin Yi, and a Lead Independent Director, Hubert Marleau. Following the appointment of Benjamin Yi as our Executive Chairman in May 2021, the Board appointed Hubert Marleau to serve as the Lead Independent Director, having considered his strong leadership, independent presence and financial and business expertise on the Board. Mr. Marleau, together with Mr. Yi and our Chief Executive Officer, Jason Les (who also serves as an executive director on our Board), comprise our senior Board leadership, which the Board believes is appropriate to provide the most effective leadership structure for the Company, which operates in a highly competitive and rapidly changing technology industry.

Term Limits and Retirement

The Board does not have a mandatory retirement age for directors and, because the Governance Committee evaluates director nominees every three years, the Board has decided not to adopt specific term limits for directors.

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Board’s Role in Risk Oversight

Our Board plays an active role, as a whole and also at the committee level, in risk oversight of the Company. The Board does not have a formal risk management committee, but rather administers this oversight function through its three standing committees, the Audit Committee, the Governance Committee, and the Compensation Committee. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through discussions from committee members about such risks.

Our Board believes the following are certain key factors providing it appropriate opportunities for oversight, discussion and evaluation of the Company’s decisions and direction: (i) director independence, experience and knowledge; (ii) the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings; (iii) the conduct of regularly scheduled executive sessions of independent directors; and (iv) our directors’ access to management.

The Board’s three standing committees play a key role in fulfilling the Board’s risk oversight function. Below is a brief description of the roles and activities of the Board’s standing committees in fulfilling this function. A more complete description of each of the committees can be found beginning on page 21 of this Proxy Statement.

The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to the Company’s accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of the Company’s Code of Ethics.

The Governance and Nominating Committee oversees corporate governance risks and oversees and advises the Board with respect to the Company’s policies and practices regarding significant issues of corporate responsibility.

The Compensation and Human Resources Committee oversees the Company’s compensation practices, including establishing and overseeing performance-oriented incentives to attract and retain highly qualified personnel for positions of substantial responsibility with the Company, evaluating and making recommendations to the Board with respect to incentive-compensation plans and equity-based plans, evaluating risks associated with the Company’s compensation policies and programs, and evaluating the adequacy of its current executive compensation and benefit plan, policies and programs. The Committee also oversees the Company’s personnel development and training, its human resources practices, including oversight of its management succession planning, and the maintenance of the Company’s corporate culture.

Director Attendance at Board, Committee, and Other Meetings

Our Board and its three standing committees meet throughout the year on a set schedule, our Board and its three standing committees also hold special meetings and may act by written consent from time to time as appropriate. Directors are expected to attend regular Board meetings and meetings of the committees on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. In 2023, the Board held 27 regular meetings and executed actions by unanimous written consent, as permitted by our Bylaws and Nevada law. Each director attended 100% of the regular and special meetings of the Board and of the committees on which he or she served that were held during his or her term of office. All directors then-serving attended the 2023 annual general meeting of stockholders, and, to the Company’s knowledge, all our current directors will attend this year’s Annual Meeting.

In addition to formal meetings of the Board and its three standing committees, directors meet and confer on an informal basis throughout the year. While no formal business is decided at these informal meetings, the Board believes participating better enables its members to carry out the Board’s oversight functions and to rapidly respond to the demands required when operating in an emerging and high growth industry.

The Board also holds executive sessions of its members qualified as “independent directors” within the meaning of the Nasdaq Rules and applicable SEC rules and regulations in connection with regularly scheduled Board meetings and at such other times as they deem appropriate. Executive sessions of independent directors are provided for in the agenda for

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each regularly scheduled Board meeting. Each of the independent directors attended 100% of the regular and special executive sessions that were held during his or her term of office.

An important part of the executive sessions of independent directors of our Board and its three standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, the purpose of which is for continuous improvement in performance and effectiveness. Our Governance Committee facilitates our Board’s annual self-evaluation.

Communications With the Board

Should stockholders wish to communicate with the Board, correspondence may be sent to the Board at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Board of Directors, and specifically request that a copy of the letter be distributed to a particular Board member or to all Board members. Where no such specific request is made, the letter will be distributed to all Board members if material, in the judgment of the Chief Executive Officer, to matters on the Board’s agenda.

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COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has three standing committees: (i) the Audit Committee, (ii) the Governance Committee, and (iii) the Compensation Committee. Each of these three standing committees is comprised solely of and chaired by independent non-employee directors, each of whom the Board has affirmatively determined is independent pursuant to the Nasdaq Rules and applicable SEC regulations. Each of the committees operates pursuant to its respective charter. The committees regularly report their activities and actions to our full Board, generally at the next Board meeting following a committee meeting. The committee charters are reviewed annually by the Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. The charter of each of our Audit Committee, Governance Committee, and Compensation Committee complies with applicable Nasdaq Rules, SEC regulations and provisions of Nevada law.

Copies of each of the charters for the three standing committees are available at https://www.riotplatforms.com/ overview/governance/governance-documents/, by following the link for each of the Audit Committee, the Governance Committee, and the Compensation Committee, and are also available to stockholders free of charge upon written request to our Corporate Secretary at Riot Platforms, Inc., Attention: Corporate Secretary, 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109. The principal functions of each of the three standing committees are summarized below.

Audit Committee

The Company’s Audit Committee currently consists of the following three independent directors: Lance D’Ambrosio, Hubert Marleau and Hannah Cho, with Mr. D’Ambrosio serving as the Audit Committee’s Chair. Our Audit Committee oversees our independent registered public accounting firm and accounting and internal control matters. Our Audit Committee also assists our Board in fulfilling its responsibilities to oversee, among other things, oversight over: the integrity of our financial statements; our compliance with relevant legal and regulatory requirements; our internal controls over financial reporting; the qualifications and independence of our independent registered public accounting firm; and the performance of our internal audit function and the audit function of our independent registered public accounting firm.

In addition to these key oversight functions, our Audit Committee is responsible for, among other matters, the following:

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A more detailed description of our Audit Committee’s purposes and responsibilities is contained in its charter, which is available online at https://www.riotplatforms.com/overview/governance/governance-documents/.

The Board has affirmatively determined in its business judgment that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules, the Sarbanes-Oxley Act of 2002, and the Nasdaq Rules. The Board has determined, in its business judgment, that each of Mr. D’Ambrosio and Mr. Marleau of the Audit Committee meets the qualifications of an “audit committee financial expert,” as that term is defined under the SEC rules, and that all three members of the Audit Committee are independent of the Company.

The Audit Committee held nine (9) meetings (including by written consent) during the fiscal year ended December 31, 2023, in addition to meeting regularly with the Company’s Auditor, both privately and with representatives of the Company’s management present.

Compensation and Human Resources Committee

The Company’s Compensation Committee currently consists of the following three independent directors, each of whom the Board has determined meet the director independence requirements of the Nasdaq Rules and applicable SEC regulations for service on a public company’s compensation committee: Hannah Cho, Lance D’Ambrosio and Hubert Marleau, with Ms. Cho serving as the Compensation Committee’s Chair. The Compensation Committee, among other things, is responsible for:

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A more detailed description of our Compensation Committee’s purposes and responsibilities is contained within its charter, which is available online at https://www.riotplatforms.com/overview/governance/governance-documents/.

When evaluating the compensation of our executive officers, the Compensation Committee evaluates factors including the executive’s responsibilities, experience, and the competitive marketplace. The Compensation Committee may also invite the senior executives and other members of management to participate in their deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations, except that the Executive Chairman and Chief Executive Officer may not be present for the deliberation of or the voting with respect to his or her compensation. The Executive Chairman and Chief Executive Officer may, however, be present for the deliberation of or the voting on compensation for any other person, including other executive officers, if any.

The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate. Previously, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) in connection with the preparation of the 2019 Equity Incentive Plan (the “2019 Equity Plan”), which was ratified and approved by the stockholders at the 2019 Annual General Meeting. The Compensation Committee retained Compensia Inc. (“Compensia”) as its compensation advisor in fiscal years 2023 and 2024 with respect to the Compensation Committee’s evaluation of the Company’s compensation practices, including its equity incentive compensation planning. The Compensation Committee has instructed Compensia to provide comparative information regarding companies of similar size and in related industries as the Company and to analyze the Company’s historical and current compensation to assist the Compensation Committee with its evaluation of the Company’s compensation practices and future needs.

The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to Compensation Committee members under the Nasdaq Rules and the applicable SEC rules.

The Compensation Committee held ten (10) meetings (including by written consent) during the fiscal year ended December 31, 2023.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or formerly was an employee or officer of the Company. None had a related person transaction with the Company that required disclosure. In addition, during 2023, none of our executive officers served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of an entity that had one or more executive officers serving as members of the Board or the Compensation Committee.

Governance and Nominating Committee

The Company’s Governance Committee currently consists of the following independent directors, each of whom the Board has determined meet the director independence requirements of the Nasdaq Rules and applicable SEC regulations for service on a public company’s governance and nominating committee: Hubert Marleau, Lance D’Ambrosio, and Hannah Cho. Mr. Marleau serves as Chair of the Governance Committee. The Governance Committee, among other things, is responsible for:

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A more detailed description of our Governance Committee’s purposes and responsibilities is contained within its charter, which is available at our website at: https://www.riotplatforms.com/overview/governance/governance-documents.

The Board has affirmatively determined that each member of the Governance Committee meets the independence criteria applicable to governance and nominating committee members under the Nasdaq Rules and applicable SEC rules.

The Governance Committee held two (2) meetings (including by written consent) during the fiscal year ended December 31, 2023.

Evaluating Director Nominees

As specified in our Corporate Governance Guidelines, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as diversity considerations and the membership criteria reflected in the Corporate Governance Guidelines. The Governance Committee and the Board consider diversity in a broad sense when evaluating board composition and nominations and have outlined their commitment to diversity in the Company’s Board Diversity Policy. The Governance Committee seeks to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

The Governance Committee may, at its discretion, choose to utilize a third party for identifying and evaluating potential director nominees.

The Governance Committee will consider director candidates properly recommended by stockholders by providing notices of stockholder proposals in compliance with our Bylaws and applicable law. The Governance Committee’s process for considering such stockholder recommendations is no different than its process for screening and evaluating candidates suggested by directors, our management, or third parties.

Code of Ethics and Business Conduct

All Riot employees, officers and directors are required to abide by our Code of Ethics to help ensure that we consistently conduct our business in an ethical and legal manner. Our Code of Ethics is an important component of our compliance program that includes compliance with all laws and corporate policies and procedures, and financial integrity that contributes to good business conduct and our belief that we should conduct all business dealings in an honest and ethical manner.

Our Governance Committee assists our Board in fulfilling its oversight responsibility as to our compliance with the Code of Ethics by reviewing and taking action regarding compliance processes, and standards and controls.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Effective March 29, 2023, the Company adopted a written Related Party Transaction Policy (the “RPT Policy”) for the purpose of describing the procedures used to identify, review, approve and disclose, if necessary, any transaction in which the Company was or is to be a participant in which the amount involved exceeds the lower of either $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years (the “Threshold”), and in which any of the Company’s executive officers, directors or stockholders (or groups of stockholders) owning more than 5% of the Company’s outstanding common stock, or any immediate family members of such persons (collectively a “Related Party”), has a direct or indirect material interest.

Once a related party transaction in which the aggregate amount involved will or may be expected to exceed the Threshold in any calendar year has been identified by the Company’s EVP, General Counsel and Corporate Secretary, the Board must review the transaction for approval or ratification. In determining whether to approve or ratify a related party transaction, the Board shall consider all relevant facts and circumstances including:

All Related Party transactions must be approved or ratified by the Board in accordance with this RPT Policy to be permitted. To approve or ratify a Related Party transaction, the Board must determine, in good faith, that, under all circumstances, the reported transaction is in the best interests of the Company and its stockholders, notwithstanding the Related Party nature of the transaction.

No director may participate in any discussion, approval, or ratification of a transaction in which she or he is a related person.

Under the RPT Policy, if we should discover related party transactions that have not been approved, the Board will be notified and will determine the appropriate action, including ratification, rescission, or amendment of the transaction.

Gregory Les (“Gregory”), the brother of our CEO, Jason Les, is employed as Vice President, Corporate Development by the Company and reports to its EVP, Head of Corporate Development & Strategy. In connection with such employment in fiscal year 2023, Gregory received total cash compensation of approximately $223,071, and an equity award with a fair value of $151,243. Gregory was eligible to participate in our Performance Plan, and in 2023 performance-based restricted stock awards (“PRSAs”) with a fair value of $67,440 previously awarded to him vested. Gregory is eligible to participate in Riot’s AIP and his target award shall be cash payment of 40% discretionary of his base salary. Gregory is also eligible to participate in the Company’s 2023 Long-Term Incentive Program (“LTIP”), to earn upon Riot’s achievement of performance objectives, up to a total of 5,545 shares of time-based or service-based restricted stock awards (“RSAs”) and 11,088 PRSAs. Any unearned shares will be forfeited. In addition, Gregory is eligible to participate in our general employee benefits plan on the same terms as other employees. The Compensation Committee has ratified the terms of Gregory’s compensation, and the Board approved the terms of his employment with the Company.

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DIRECTOR COMPENSATION

It is the Board’s practice to maintain a fair and straightforward non-employee director compensation program that is also designed to be competitive with director compensation programs of the Company’s peers. The Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors in consultation with independent compensation consultants the Committee engages from time to time, before recommending the amount and form of director compensation for approval by the Board. In recommending changes to the Company’s director compensation package, the Compensation Committee reviews market data provided by independent compensation consultants and considers whether any changes in director compensation are required to enable the Company to retain talented Board members, who, as members of the Board, are responsible for setting the Company’s strategic vision, overseeing its growth and development, and in aligning the Company’s mission with its stockholders’ interests.

Board members who are also our employees receive no compensation for their service as Board members. Our directors who also served as executive officers, Messrs. Yi and Les, did not receive additional compensation for their services as directors for the year ended December 31, 2023.

Director Stock Ownership Guidelines

We believe stock ownership by our non-employee directors aligns their interests with the interests of our stockholders. Accordingly, our Board has established Stock Ownership Guidelines (the “Guidelines”) for our non-employee directors who receive equity grants as part of their director compensation. Such guidelines are expressed as a multiple of three times each director’s annual cash retainer. It is anticipated that each director should be able to achieve these Guidelines within five (5) years of the effective date of the Guidelines (January 10, 2022), or if newly appointed to the Board after January 10, 2022, within five (5) years of joining the Board.

Equity Compensation

On September 27, 2022, the Company converted all unvested shares of restricted stock units (“RSUs”) into an equal number of shares of Riot common stock (RSAs together with RSUs, the “Stock Grants”). Generally, on the date of each annual general meeting of stockholders, each of our non-employee directors is granted either RSAs or RSUs, subject to any interim adjustments authorized by the Compensation Committee and approved by the Board. The Stock Grants to non-employee directors vest in quarterly installments beginning on the first quarter following the date of grant (on the same day of the month as the date of grant) subject to continued service through each vesting date. Directors who are appointed mid-year receive a pro-rated Stock Grant based on the number of months between their appointment date and the date of our next annual general meeting of stockholders.

As previously mentioned, the Compensation Committee engaged Compensia to evaluate the Company’s compensation practices and provide comparative information regarding companies of similar size and in related industries. In such benchmarking analysis against the Company’s Peer Group as of 2023.

Director Compensation Table

The compensation paid or awarded for 2023, to our directors, as of December 31, 2023, is set forth in the table below.

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The aggregate number of outstanding equity awards for each of our non-employee directors as of [•], 2024 is set forth in the table below.

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(a) Represents outstanding Stock Grants awarded to our non-employee directors on December 29, 2023.

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AUDIT MATTERS

PROPOSAL NO. 2

RATIFICATION OF AUDITOR APPOINTMENT

We are asking our stockholders to ratify the appointment by our Audit Committee of Deloitte to serve as our independent registered public accounting firm for the year ending December 31, 2024. Although our Bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, the Audit Committee is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders’ views on our independent registered public accounting firm. If our stockholders vote against the ratification of Deloitte, the Audit Committee will consider this in its selection of auditors for the following year. Even if our stockholders ratify the appointment, the Audit Committee may choose to appoint a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the interest of our Company and our stockholders.

The Audit Committee has retained Deloitte as the Company’s independent registered public accounting firm, to perform the audit of the Company’s consolidated financial statements for the year ending December 31, 2024, to be included on the Company’s annual report on Form 10-K for the same period. The Audit Committee previously retained Deloitte to serve as the Company’s independent public accounting firm and to perform such audit services for the year ended December 31, 2023. A representative of Deloitte is expected to be present virtually at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. During our two most recent years through December 31, 2023, and the subsequent interim period through [•], 2024, neither the Company nor anyone on the Company’s behalf consulted Deloitte regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Change in Independent Registered Public Accounting Firm

On May 18, 2023, the Company dismissed Marcum LLP as its independent registered public accounting firm. The Audit Committee approved the dismissal of Marcum LLP. The Audit Committee previously retained Marcum LLP to serve as the Company’s independent public accounting firm and to perform such audit services for the years ended December 31, 2018, 2019, 2020, 2021 and 2022.

Effective May 18, 2023, the Company engaged Deloitte as its new independent registered public accounting firm, commencing with the review of the financials for the quarter ended June 30, 2023, as recommended, authorized and approved by the Audit Committee.

Vote Required

The affirmative vote of a majority of the votes cast on this proposal is required to ratify the appointment of the Company’s independent registered public accounting firm. Abstentions will be counted towards the tabulation of votes cast on this proposal but will have no effect on the outcome of the vote on this proposal. Stockholder Nominees have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a Stockholder Nominee does not exercise this authority, such broker non-votes will have no effect on the results of this vote.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 2

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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Audit Fees

The Company’s Audit Committee current policy requires the Audit Committee’s review and pre-approval of all audit and permissible non-audit services provided by the Company’s independent auditors. These services requiring pre-approval by the Audit Committee may include audit services, audit related services, tax services and other services. All the services performed by the independent registered public accounting firm were approved by the Audit Committee and prior to performance. The Audit Committee has determined that the payments made to its independent accountants for these services are compatible with maintaining such auditors’ independence.

Aggregate fees billed or expected to be billed for professional services for the years ended December 31, 2023 and 2022 in the following categories and amounts were:

Deloitte, as our independent registered public accounting firm (through its full-time employees) performed all work regarding the audit of our financial statements for the most recently completed fiscal year.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

All of the services performed in the years ended December 31, 2023 and December 31, 2022 were pre-approved by the Audit Committee. It is the Audit Committee’s policy to pre-approve all audit and permissible non-audit services to be provided to us by our independent registered public accounting firm. Our Audit Committee pre-approves these services by category and service. In addition, the Audit Committee has considered whether the provision of the non-audit services above is compatible with maintaining our independent registered public accounting firm’s independence.

REPORT OF THE AUDIT COMMITTEE

The following Report of our Audit Committee (this “Report”) does not constitute soliciting material and this Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate this Report by reference therein.

The role of the Audit Committee is, among other things, to assist the Board in its oversight of the following: the integrity of Riot’s financial statements; Riot’s compliance with relevant legal and regulatory requirements; Riot’s internal controls over financial reporting; the qualifications and independence of Riot’s independent registered public accounting firm; and the performance of Riot’s internal audit functions and that of its independent registered public accounting firm.

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The Board has determined that, in its business judgment, all members of the Audit Committee are independent within the meaning of the Nasdaq Rules, the Sarbanes-Oxley Act of 2002 and related rules of the SEC.

Riot’s management is responsible for the preparation, presentation and integrity of Riot’s financial statements and the effectiveness of Riot’s system of internal control over financial reporting and disclosure controls and procedures. Management is responsible for maintaining and evaluating appropriate accounting and financial reporting practices and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.

The Audit Committee, on behalf of Riot, engaged Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm for the year ending December 31, 2024, as well as for the year ended December 31, 2023. Pursuant to its appointment, Deloitte is responsible for auditing Riot’s consolidated financial statements and expressing an opinion as to whether such financial statements are presented fairly, in all material respects, in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”). Deloitte was also responsible for auditing the effectiveness of Riot’s internal control over financial reporting for the year ended December 31, 2023.

Previously, the Audit Committee, on behalf of Riot, engaged Marcum LLP (“Marcum”) as its independent registered public accounting firm for the years ended December 31, 2018, 2019, 2020, 2021, and 2022. Pursuant to its appointment, Marcum was responsible for auditing Riot’s consolidated financial statements and expressing an opinion as to whether such financial statements were presented fairly, in all material respects, in conformity with GAAP. Marcum was also responsible for auditing the effectiveness of Riot’s internal control over financial reporting for the years ended December 31, 2018, 2019, 2021 and 2022. Prior to Marcum’s dismissal, the Audit Committee met and held discussions with Riot’s management and Marcum. The Audit Committee discussed with Riot’s management and Marcum the overall scope of, and plans for, their respective audits and the identification of audit risks. The Audit Committee also met with Marcum, with and without management present, to discuss the results of their respective examinations, the reasonableness of significant judgments, the evaluations of Riot’s internal controls over financial reporting and the overall quality of Riot’s financial reporting. Management has represented to the Audit Committee that Riot’s consolidated financial statements were prepared in accordance with GAAP.

The Audit Committee has met and held discussions with Riot’s management and Deloitte. The Audit Committee discussed with the Riot’s management and Deloitte the overall scope of, and plans for, their respective audits and the identification of audit risks. The Audit Committee also met with Deloitte and Riot’s Chief Financial Officer (principal financial officer) and Chief Accounting Officer (principal accounting officer), with and without management present, to discuss the results of their respective examinations, the reasonableness of significant judgments, the evaluations of Riot’s internal controls over financial reporting and the overall quality of Riot’s financial reporting. Management has represented to the Audit Committee that Riot’s consolidated financial statements were prepared in accordance with GAAP.

In the performance of its oversight function, the Audit Committee has:

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In reliance on the reports, reviews and discussions described in this Report, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in Riot’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC and for inclusion in the Company’s proxy materials to be provided to the Company’s stockholders in advance of its 2024 annual general meeting of stockholders. The Audit Committee also has appointed, and has requested stockholder ratification of the appointment of, Deloitte as Riot’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

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PROPOSAL NO. 3

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“SAY-ON-PAY”

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APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS

Pursuant to Schedule 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation of our “named executed officers” as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to vote on our named executive officers’ compensation as a whole. The Company has disclosed the compensation of its named executive officers pursuant to rules adopted by the SEC.

We believe that our compensation policies for our named executive officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company’s stockholders. This advisory stockholder vote gives you, as a stockholder, the opportunity, on a purely advisory basis, to approve or not approve the compensation of our named executive officers as disclosed in this Proxy Statement by voting “FOR” or “AGAINST” the following resolution (or by choosing to “ABSTAIN” with respect to the resolution):

RESOLVED, that the stockholders of the Company hereby approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and other related tables and accompanying footnotes and narratives.

Because your vote is advisory, it will not be binding on either the Board or the Company. However, the Company’s Compensation Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting when considering future executive compensation decisions regarding named executive officers. Your non-binding advisory votes described in this Proposal No. 3 will not be construed: (1) as overruling any decision by the Board, any Board Committee or the Company relating to the compensation of the named executive officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board, any Board Committee or the Company.

We currently hold our advisory vote to approve the compensation of our named executive officers (“Say-on-Pay vote”) annually. Stockholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years, and the next advisory vote on the frequency of the Say-on-Pay vote will be at our 2025 annual general meeting of stockholders.

Vote Required

The affirmative vote of a majority of the votes cast on this proposal are required to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will be counted as votes present for quorum purposes but will not be counted as either votes cast for or against this proposal. While the results of this advisory vote are non-binding, the Compensation Committee and the Board values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for named executive officers.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 3

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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Compensation Discussion and Analysis

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Executive Summary

This Compensation Discussion and Analysis provides an overview of our executive compensation program for 2023 and our executive compensation philosophies and objectives, as well as the compensation awarded to our 2023 named executive officers (the “NEOs”) (within the meaning of Item 402(a)(3) of Regulation S-K), who are listed below.

2023 Company Highlights

Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report for a more detailed description of our 2023 financial results.

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Information About Our Executive Officers

During 2023, the Board unanimously appointed the following individuals as our NEOs, who each hold the office set forth opposite his or her name.

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Benjamin Yi

Mr. Yi has served on our Board since 2018. He was appointed to serve as our Executive Chairman on May 24, 2021. As our Executive Chairman, Mr. Yi continues to serve as Chair of the Board as a non-independent executive director. In his role as both a member of our executive team and member of the Board, he is directly involved in our day-to-day operations, playing a key role in setting and fulfilling the Board’s strategic aims for the Company. A more complete biography of Mr. Yi and discussion of his qualifications can be found under the section “Information Regarding Directors” beginning on page 11 of this Proxy Statement.

Jason Les

Mr. Les has served as our Chief Executive Officer (principal executive officer) since February 2021 and as a member of the Board since 2017. Mr. Les continues to serve as a member of our Board as a non-independent executive director. In this role, he is responsible for overseeing the operations of the Company and for helping to establish and then execute the Board’s strategic vision. A more complete biography of Mr. Les and discussion of his qualifications can be found under the section “Information Regarding Directors” beginning on page 11 of this Proxy Statement.

Colin Yee

Mr. Yee has served as our EVP, Chief Financial Officer since July 2023, and served as our Chief Financial Officer from September 2022 to July 2023. Previously, he was our Head of Corporate and Financial Operations from April 2022 to September 2022. Prior to joining Riot, Mr. Yee founded Clear Capital Management Corporation which has been operating since September 2007. He served as the Chief Operating Financial Officer of Avebury Partners, a leading asset management firm that operates within the real estate, geothermal exchange, and construction sectors, from March 2021 to March 2022. From 2016 to 2021, Mr. Yee served as the Chief Financial Officer for Forum Equity Partners, a large private equity firm specializing in real estate, renewable energy and infrastructure.

Mr. Yee is a Chartered Professional Accountant and holds a Bachelor of Science in Cellular Biology and a Bachelor of Commerce in Accounting from the University of Calgary.

William Jackman, Esq.

Mr. Jackman has served as our EVP, General Counsel and Corporate Secretary, since September 2022, and as General Counsel and Corporate Secretary since July 2021. As a member of the executive team, Mr. Jackman manages the Company’s legal affairs, drawing upon his unique business and legal acumen to navigate strategic decisions and develop innovative solutions to complex challenges. Mr. Jackman has been involved with Riot since September 2018 representing the Company as external counsel, prior to joining the management team in July 2021. Previously, Mr. Jackman represented S&P 500 companies as well as other public companies in the areas of securities laws, mergers and acquisitions, and power generation. Prior to joining Riot, Mr. Jackman was a Leader of Public Companies and Securities at Roger Towers, P.A.,

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one of Florida’s oldest and most established law firms, from March 2018 to January 2022. Additionally, he was a Senior Corporate Attorney at Holland & Knight LLP, a multinational law firm, from May 2014 through August 2017. Additionally, he is a former member of several distinguished law firms including one of the largest global law firms in Canada. In 2014, he served a secondment at the Ontario Securities Commission (OSC) in the Corporate Finance division.

Mr. Jackman holds dual Juris Doctorate law degrees from the Universities of Windsor and Detroit, as well as an MBA from Nova Southeastern University, specializing in corporate finance, where he graduated among the top of his classes in each degree. Mr. Jackman is a member of the New York, Florida and Ontario Bar Associations.

Jason Chung

Mr. Chung has served as our EVP, Head of Corporate Development & Strategy since July 2023, and served as our Head of Corporate Development & Strategy from June 2022 to July 2023. Mr. Chung spearheads the coordination of Riot's corporate development, capital markets, and investor relations efforts. Mr. Chung brings two decades of experience in investment banking and a wealth of knowledge in corporate finance to Riot. Prior to joining Riot, Mr. Chung served as Managing Director, Mergers & Acquisitions, at Nomura Holdings, Inc. from March 2017 through June 2022 and Executive Director, Mergers & Acquisitions from March 2014 through December 2016 where he advised global clients on cross-border transactions in the technology sector across multiple countries, including the US, Canada, Germany, Japan, Korea, France, and Singapore. Mr. Chung’s investment banking career spanned nearly $20 billion in mergers and acquisitions transactions and included building and growing advisory teams.

Mr. Chung is a Chartered Financial Analyst charter holder and earned a Bachelor of Commerce and Finance degree, minoring in History, from the University of Toronto.

Compensation Philosophy and Objectives

2023 Executive Compensation Practices

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Compensation Philosophy

We believe our people are the core driving force behind our long-term success. Our compensation philosophy is designed to align compensation with the Company’s business objectives and the creation of stockholder value. Accordingly, the goals of our executive compensation programs are to be:

We believe our NEO’s total compensation should be challenging, but competitive at the target performance level to increase motivation and to attract, retain, develop and reward executive officers who embody the abilities and skills to build long-term stockholder value. An effective way to incentivize our NEOs to create stockholder value is to make a significant portion of their overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives. Such goals and objectives should be appropriately rewarded, and there should be a downside risk to compensation if we do not achieve such goals and objectives. Additionally, we believe our NEO’s interests are directly aligned with our stockholder’s interests when our compensation programs appropriately balance short-and long-term financial performance, are impacted by our stock price performance, and require meaningful long-term ownership of our stock.

We compensate our NEOs with a mix of cash salaries, annual performance-based cash bonuses based on each NEO’s individual performance, and time-based equity and performance-based equity awards granted under the Company’s 2019 Equity Plan. We believe granting our NEOs (and our employees) equity compensation encourages them to operate like owners, linking their financial interests with the interests of our stockholders. As the Company grows, we will continue to evaluate our compensation philosophy and programs to ensure they continue to meet our financial goals and strategic objectives.

Role of Our Compensation and Human Resources Committee

The Board has delegated to its Compensation Committee the authority and responsibility for evaluating, overseeing, and approving the Company’s executive compensation, and for overseeing and administering the Company’s compensation policies and programs, including administering the Company’s 2019 Equity Plan and its other employee benefit plans and programs. In executing its duties, with respect to executive compensation, the Compensation Committee: determines corporate financial and operating performance objectives relevant to each NEO’s incentive compensation; evaluates the Chief Executive Officer’s performance results in light of such objectives; evaluates the competitiveness and mix of each NEO’s compensation to be paid as it relates to our Peer Group; and recommends any chances to our NEOs’ total compensation packages, including base salary, annual incentive program amounts, and equity awards. When evaluating the compensation of our executive officers, the Compensation Committee evaluates factors including the executive’s responsibilities, experience and the competitive marketplace. The Compensation Committee may also invite the Company’s senior executives and other members of management to participate in its deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations, except that the Executive Chairman and Chief Executive Officer may not be present for the Compensation Committee’s deliberations of,

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or voting to approve, his or her compensation. NEOs may, however, be present for the deliberation of, or the voting to approve, the compensation for any other officer. The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate.

Role of the Compensation Consultant

On an annual basis, the Compensation Committee directs its independent compensation consultant to review the Company’s compensation practices. The Company has engaged Compensia to be its independent compensation consultant. Compensia’s role is to benchmark and provide an assessment to the Compensation Committee so they may determine whether the overall executive compensation program is consistent with our business strategy and objectives and promotes our compensation philosophy. The Compensation Committee also takes into account the performance, experience, skills, level of responsibility and future potential of each NEO in making compensation decisions rather than adhering to a specific benchmarked percentage for any of our NEOs.

Taking into consideration the independence factors in the Nasdaq Rules, the Compensation Committee has made the determination that, in its business judgment, that Compensia, the newly engaged compensation consultant, is independent and that their work did not raise any conflicts of interest.

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How We Determine Individual Compensation Amounts for NEOs

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Our Chief Executive Officer and Executive Chairman recommend to the Compensation Committee all compensation elements for our NEOs (other than their own compensation) and the Compensation Committee determines the value of each compensation element as described below. Recommendations are based upon the Chief Executive Officer and Executive Chairman’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The Chief Executive Officer and Executive Chairman do not recommend their own compensation, and the Compensation Committee, made up of independent directors, meet without the Chief Executive Officer and Executive Chairman present when evaluating and setting their compensation.

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Our Executive Compensation Program Elements for 2023

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Annual Base Salary

Base salary reflects a fixed, stable portion of the overall compensation package and serves as the base amount from which other compensation elements may be determined. Salaries are reviewed annually and may be modified to reflect significant changes in the scope of an executive officer’s responsibilities and/or market conditions. Our goal is to be competitive with respect to base salary while distinguishing ourselves from the Peer Group by providing a greater emphasis on compensating our executive officers using performance-based incentives that are consistent with our strategy of motivating executive officers to achieve and exceed annual and multi-year business objectives. Executive base salaries are not subject to automatic annual adjustments and represent a relatively small percentage of total target direct compensation, particularly for executive officers with greater responsibility and ability to influence results.

Our Compensation Committee reviews executive base salary levels prior to or early in each fiscal year and whenever there is a substantial change in an executive’s responsibilities or in market conditions. In addition to competitive considerations, our executive’s base salary is influenced by the individual’s experience, position, responsibilities, tenure, expected future contributions and individual performance, as well as current business conditions and our business outlook.

Effective July 1, 2023, our Compensation Committee approved salary increases to our NEOs to reflect the promotions of Mr. Yee and Mr. Chung to EVP, and Messers. Les, Yi, and Jackman to reflect market conditions and additional scope of responsibilities.  

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Annual Incentive Plan Compensation

Each year, the Compensation Committee establishes performance targets, target bonus amounts (generally as a percentage of the applicable employee’s base salary for the year), target award opportunities and other terms and conditions of annual cash incentive for each of our NEOs and other eligible employees under our Annual Incentive Plan (the “AIP”). Generally, employees become eligible to participate in the AIP after completing 90 days of continuous employment with the Company, and eligible employees must remain employed through the date the AIP bonus is paid to receive the cash incentive bonus for that year, subject to the terms of individual employment agreements and the Company’s Change In Control Policy. See “Change In Control Policy” on page 45 of this Proxy Statement.

The target amounts set by the Compensation Committee relate to quantitative performance measures, such as the number of Bitcoin the Company mines during the applicable year, and qualitative performance measures, such as the achievements of a manager’s team during the applicable year. The Compensation Committee has substantial flexibility in establishing performance objectives, thresholds, targets, and maximums each year. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the NEOs and eligible employees.

2023 Annual Incentive Plan

In 2023, all NEOs participated in our AIP. The Compensation Committee, in conjunction with its independent compensation consultant, Compensia, set goal amounts structured to range from 0% to 200% of pre-established award values dependent upon Company performance in specific pre-determined financial performance measures compared to

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our industry specific, publicly traded peers; and NEOs performance in achieving the Company’s strategic objectives. This structure creates the potential for above-target payouts if our financial performance surpasses our target, and a risk of below-target payouts if the Company’s financial performance is below target.

The primary objectives of the AIP in 2023 were to incentivize Riot’s senior management team to achieve industry-leading financial results and address investor feedback by developing a plan that is quantitative and formulaic.  

Award Target Values. The independent directors of our Compensation Committee set target values for Riot’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and General Counsel and Corporate Secretary, and any other members of the executive team (the “AIP Executives”). Generally, target values are set as a percentage of base salary, and are adjusted for changes in base salary throughout the year. The target values set for the AIP Executives, identified above, are 100% of the base salary and with a maximum achievement level of 200% to account for over performance of targets.

For 2023, there were no changes to the target AIP percentages from the prior fiscal year.

Performance Measures. The Compensation Committee established specific financial performance measures and assigned relative weights to each measure. The performance targets were strategically chosen to align with the interests of our stockholders by motivating executives to achieve the best financial performance, in defined measures, among our Bitcoin mining peers. The table below outlines the four financial performance measures, and discretionary strategic performance measure, as well as their relative weights for 2023.

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The Compensation Committees evaluation of AIP Executives performance under the discretionary metric involved advancement of:

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Determining Payout. The Compensation Committee determines and certifies payouts of performance-based, cash incentive compensation under our AIP. Such certification shall occur soon after the end of the calendar year and utilizes the four (4) preceding fiscal quarters of publicly filed financial data of our Company and our Bitcoin mining peers. For each financial measure, the Company’s performance is ranked among our publicly traded Bitcoin mining peers, and the AIP Executive’s target for each measure is for the Company's performance to be above the 50th percentile for such measure. The threshold for each AIP Executive’s minimum payout under the AIP for each measure is for the Company’s performance to be above the bottom quartile for such measure when ranked among its industry peers. Each AIP Executive receives the maximum payout in each metric when the Company’s performance is in the upper quartile for such measure when ranked among our Bitcoin mining peers. If the Company’s performance is in the bottom quartile (less than 25^th percentile) the payout under the AIP would be 0%.

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For 2023, the Compensation Committee determined and recommended that the AIP percentage payout should be set at 150%. The payout was adjusted based on the following factors:

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Quantitative Components (payout 120%)

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Discretionary Component (payout 30%)

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Long-Term Equity Incentives

The Compensation Committee determines equity grants for each NEO based on a number of factors such as appropriate mix of types of equity-based compensation (i.e., the percentage of total award target value allocated to each type of award), the total target value for long-term equity incentive compensation awards, and specific numbers of restricted shares to be granted, based on the percentage of total award target value allocated to each type of equity award and a valuation of our common stock as of the grant date which varies greatly.

When determining our NEOs’ equity incentive awards, the Compensation Committee considers comparable equity incentive awards to executive officers in the Company’s Peer Group, the NEO’s role, individual performance, and potential future contributions to the Company. Our mix of the type of awards granted are based on an analysis of the unvested equity held by an NEO, the practices of Peer Group companies in awarding equity for similar positions (including equity mix and award values), and the pool of available shares under the 2019 Equity Plan. 

NEOs are generally to be award equity on an annual basis, typically after our annual general meeting of stockholders for that year. Such awards generally consist of a mix of time/service-based awards and performance based awards.

For 2023, the equity awards made to our NEOs were comprised of 50% time-based RSAs or RSUs and 50% performance-based PRSAs or PSUs.

Equity Incentives are intended to:

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Securities Authorized for Issuance Under Equity Compensation Plans

The 2019 Equity Plan, as amended

The Company currently has one equity compensation plan, the 2019 Equity Plan, as amended. The Company currently provides stock-based compensation to employees, directors and consultants under the 2019 Equity Plan, as approved by the Company’s stockholders on October 23, 2019. The Company’s previous 2017 Stock Incentive Plan, as amended (the “2017 Plan”), was replaced by the 2019 Equity Plan. No additional grants can be made under the 2017 Plan.

The Company currently has reserved 38,500,000 common shares for issuance under the 2019 Equity Plan. As of the date of this Proxy Statement, the Company has granted awards of [•] shares of restricted stock and, as discussed under the following section, of PRSAs and PSUs, under the 2019 Equity Plan which are, upon vesting and settlement by the Company, convertible into an equal number of shares of the Company’s common stock.

2023 Long-Term Incentive Program

On July 13, 2023, the Compensation Committee adopted the LTIP for all eligible employees of Riot and its subsidiaries under the 2019 Equity Plan. The purpose of the LTIP is to encourage long-term employee retention through service-based and performance-based awards which are comprised of RSAs, RSUs, PRSAs, or performance-based restricted stock units (“PSUs”), as identified in each participant’s award agreement (the “LTIP Award”). The Compensation Committee, or its delegee, shall determine the size of the grants awarded to participants in the LTIP. Each LTIP Award is divided and allocated one portion (50%) to service-based awards, and the other portion (50%) to performance-based awards. For more information, please see the form of “LTIP Award Agreement” as filed with the SEC on Form 8-K on July 19, 2023.

Service-based (Time-based) Awards

Under the 2019 Equity Plan, the Compensation Committee authorizes and administers grants of RSAs and RSUs. RSAs and RSUs are made primarily for retention purposes and as a recruitment mechanism. They are granted to all executive officers, including the NEOs. RSAs and RSUs represent the right to receive one unrestricted share of Riot’s common stock upon vesting, subject to a continued service requirement. Service-based awards are granted as RSAs or RSUs which are eligible to vest, if at all, in three (3) approximately equal tranches, annually, over three (3) years (the “Award Term”).  Each service-based award under the LTIP is granted, subject to and contingent upon, the participant’s (as defined in the LTIP Award agreement) continued service with the Company through the applicable annual vesting dates, as specified in the applicable LITP Award agreement. Any unvested LTIP Awards will be automatically forfeited and returned to the Company, without consideration, upon the end of the Award Term or the earlier termination of the Participant’s service with the Company, except as otherwise agreed by the Company. No proportionate vesting or credit shall be given for partial service prior to the applicable vesting date.

Because RSAs and RSUs vest depending on the award recipient’s continuous service with the Company through the vesting date, we believe RSAs and RSUs provide a strong incentive to award recipients to remain with the Company for the long term, helping the Company retain the top talent needed to continue advancing on the Company’s strategic objectives. Further, because the value of RSAs and RSUs depends on the market price of the Company’s common stock at the time vested RSAs and RSUs are settled in shares of common stock, we believe RSAs and RSUs help to better align the interests of our employees, NEOs, directors, and service providers with those of our stockholders.

Performance-based Awards

Performance-based awards under the LTIP are granted as PRSAs or PSUs which are eligible to vest, if at all, after the end of a three-year performance period, subject to continued employment and based on shareholder return on investment (“Total Shareholder Return” or “TSR”) during the Award Term. TSR was chosen as the key metric because of its place as a critical element of governance and compensation due to its perception as a neutral, market-based measure of value created by a company.

The Compensation Committee determines the number of PRSAs or PSUs that will vest at the end of the three-year performance period according to the pre-established vesting matrix of LTIP tiers that are based on title and position within

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the Company. Under the LTIP, TSR is calculated based on the percentage change in market price across the LTIP performance period, and the difference between the percentage change of a share of the Company’s common stock (the “Company TSR”) and the percentage change of the market price of an interest in the Russell 3000 Index (INDEXRUSSELL: RUA) (the “Index TSR”), is the “Relative TSR”. The Committee selected the Russell 3000 Index as the comparative measure for TSR under the LTIP based on advice from our independent compensation advisors, Compensia, and because the Compensation Committee believes the Russell 3000 Index, which includes the Company’s common stock, provides a fair competitive benchmark for the Company’s share price performance. The Compensation Committee has reserved the right to substitute the index chosen as the comparative measure to determine Relative TSR for future LTIP Awards, if the Russell 3000 Index is no longer available or if another index is determined, by the Committee, in its sole discretion, to be a superior comparative measure.

Under the LTIP, performance-based awards are meant to reward program participants for positive Relative TSR (i.e., Company TSR overperformance against the identified index TSR), and to discourage negative Relative TSR (i.e., Company TSR underperformance against the identified index TSR). Accordingly, Relative TSR determines the percentage of the LTIP Award that becomes eligible to vest. A higher Relative TSR results in more shares of common stock vesting under the LTIP Award. The Compensation Committee has adopted the vesting percentages corresponding to each tiered change in Relative TSR. As shown below, there is no minimum corresponding vesting percentage of the award, and a cap of up to a maximum of 200% corresponding vesting percentage of the award. Payout of 100% of the targeted number of PRSAs or PSUs will occur if a Relative TSR hurdle of 0% was met as of the end of the performance period. Each Relative TSR Hurdle represents a limit, and no proportionate vesting will apply between each Relative TSR Hurdle.

Vesting of any such performance-based award will occur as of the end of the Award Term, subject to the Compensation Committee’s certification, and contingent upon the participant’s continuous service with the Company through the end of the Award Term. Except as otherwise agreed by the Company, unvested LTIP Awards as of (i) the end of the Award Term (based on the Relative TSR as of the end of the Award Term certified by the Compensation Committee), or (ii) the earlier termination of the Participant’s service with the Company, will be automatically forfeited and returned to the Company without consideration. 

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2022 Conversion of all Then Outstanding RSUs and PSUs into RSAs and PRSAs

On September 27, 2022, we converted on a one-for-one basis all then outstanding RSUs and PSU awards previously granted under the 2019 Equity Plan into equal awards of RSAs and PRSAs, respectively, pursuant to each person’s RSA award agreement. This change did not alter the underlying value of shares awarded.

2021 Performance-Based Shares (Historic)

In August 2021, the Compensation Committee and the Board adopted the now terminated performance plan under the 2019 Equity Plan (the “2021 Performance Plan”), under which specific financial performance measures and their relative weighting and associated targets and thresholds were established. The performance targets under the 2021 Performance Plan served as the basis for measuring how we performed and for determining the grant of performance-based awards to eligible employees. The goal of the 2021 Performance Plan was to align the interests of Riot’s employees, including its

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NEOs, with the long-term operational objectives of the Company. Each eligible employee was granted a target award of unvested PRSAs when she or he was added to the 2021 Performance Plan. Such shares which were eligible to vest upon the Company’s achievement of specified performance objectives, as further identified below, quarterly, throughout the two-year performance period ended December 31, 2023 (the “Performance Period”), subject to the recipient’s continued service with the Company through each vesting date.

Targets awards were set at levels we believe required significant effort on the part of the executive team and represented a high level of execution and growth based on prior-year performance results, existing business conditions, the markets in which we participate and our outlook. Upon the expiration of the Performance Period, all unearned and unvested shares remaining under the 2021 Performance Plan were forfeited, upon certification by the Compensation Committee, back to the Company as of February 26, 2024.

Individuals became eligible to participate in the 2021 Performance Plan after completing 90 days of continuous employment with the Company. Upon confirmation by the Compensation Committee, eligible employees were added to the 2021 Performance Plan and granted a target award of unvested PRSAs as of the first trading day of the first fiscal quarter following the date they became eligible to participate in the 2021 Performance Plan. Each eligible employee’s target award was eligible to vest during the Performance Period upon the Company’s achievement of performance objectives, as explained below.

Vesting of Target Awards

Under the Performance Plan, each Target Award was divided into two Performance Objectives: (i) the Infrastructure Development Target (as described below); and (ii) the Adjusted EBITDA Target (as described below).

Infrastructure Development Target

The “Infrastructure Development Target” was related to the Company’s successful development and monetization of up to 1,500 MW of Bitcoin mining and hosting infrastructure. The Infrastructure Development Target was further divided into fifteen 100 MW project units generally corresponding to one 100 MW Bitcoin mining structure owned and operated by the Company (each, a “Project Unit”). A Project Unit was only eligible to be achieved once, and only those Project Units which were not achieved as of the date the employee were added to the Performance Plan. Each Project Unit consisted of the following three milestone goals:

The Compensation Committee assessed the Company’s achievement of the Infrastructure Development Target (and thus, the vesting of PRSAs allocated to the Project Units under the Infrastructure Development Target) on a quarterly basis, once results for the preceding fiscal quarter are available for the Compensation Committee’s review. Accordingly, the PRSAs allocated to the portions of the Project Unit(s) achieved during the preceding fiscal quarter would vest upon on the

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Compensation Committee’s certification that such portions of the Project Unit(s) had been achieved, provided the award recipient remained employed by the Company through the date the Compensation Committee certified such achievement.

Adjusted EBITDA Target

The “Adjusted EBITDA Target” related to the Company’s achievement of financial performance objectives established by the Board based on increases in the Company’s annual Adjusted EBITDA. “EBITDA” refers to earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA is a non-GAAP financial measure used by the Board to assess performance. The Adjusted EBITDA Target was divided into ten $50 million Adjusted EBITDA milestones (i.e., up to $500 million in total added Adjusted EBITDA), each of which could only be achieved once during the Performance Period. The Compensation Committee assessed the Company’s achievement of Adjusted EBITDA milestones annually, and PRSAs relating to the Adjusted EBITDA Target vested upon the Compensation Committee’s certification that an Adjusted EBITDA milestone has been achieved. Any unvested PRSAs allocated to the Adjusted EBIDTA Target that were unvested as of the end of the Performance Period or the earlier end of the employee’s service with the Company will be forfeited. For more explanation of the Company’s use of Adjusted EBITDA, see the discussion under the heading “Non-GAAP Measures” in the MD&A under Part II, Item 7 our Annual Report.

The foregoing description is subject to, and qualified in its entirety by, the information contained in the Form 8-K, filed August 16, 2021.

Forfeiture of Unvested Performance Shares

As of December 31, 2023, there remained 2,248,035 Infrastructure Development target PRSAs and 757,140 Adjusted EBITDA target PRSAs that were not met. Through the life of the 2021 Performance Plan, and upon its final certification on February 22, 2024, the Compensation Committee determined that the performance objectives for a total of 1,923,444 PRSAs granted to our officers and employees were achieved; and, therefore, became vested and were eligible to be settled by the Company under the 2019 Equity Plan. All such remaining PRSAs were forfeited as of February 22, 2024.

Equity Compensation Plan Information

The following table provides information as of December 31, 2023, about the shares of common stock that may be issued upon the vesting of performance and non-performance based restricted common stock under the 2019 Equity Plan:

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Benefits and Perquisites

Our NEOs are eligible to participate in a broad range of benefits in the same manner as non-executive employees. Riot does not offer separate benefits for executive officers, other than severance benefits (see “Severance and Change in Control Benefits” below) and the executive wellness program.

We generally do not provide perquisites to our NEOs other than, upon the determination of our Chief Executive Officer, business use of our leased corporate aircraft. If an NEO’s travel on our leased corporate aircraft includes a personal element, the NEO is required to fully reimburse us for the aggregate incremental cost of any such usage. We do consider the value of perquisites, to the extent provided at Peer Group companies, in assessing the competitiveness of our total compensation package for our NEOs.

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Change In Control Policy

We believe that to properly motivate and incentivize our executive team in the event of a change in control and to the possibility of a termination without “cause” or a termination with “good reason,” a standardized “double trigger” change in control and severance policy is critical. We have agreed to provide payments and benefits to our NEOs and certain other executive officers in the event of a termination without “cause” or by the officer for “good reason” following a change in control transaction. Our Compensation Committee approves all change in control compensation and periodically evaluates the appropriateness of such compensation in light of advice from the Board’s new compensation advisor, Compensia, as well as the directors’ evaluation of the Company, its Peer Group, as identified in this Proxy Statement, and the Bitcoin mining industry generally. We believe that these change in control benefits assist to maximize stockholder value and maintain our NEOs’ focus in the period prior to, during and after the change in control event.

Our NEO’s change in control benefit terms include the following features:

The severance provisions are included in such NEOs Executive Employment Agreement. With the exception of Mr. Yee, all other NEOs are eligible to receive a level of severance benefits as further identified below. Consistent with our compensation strategy, any such severance is provided for only in the event of a qualifying termination (i.e. a termination by us without “cause” or by the NEO for “good reason”.

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Additionally, such NEOs are eligible for accelerated vesting of all then outstanding service-based and performance-based awards upon a qualifying termination. For further details on severance payments, see the section below titled "Potential Post Employment Benefits”.

Policy for the Recovery of Erroneously Awarded Compensation

The Compensation Committee adopted the Riot Platforms, Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) effective as of October 2, 2023, in accordance with the applicable Nasdaq Rules, Section 10D of the Exchange Act, and Rule 10D-1 promulgated thereunder. In the event of an accounting restatement (i) due to material noncompliance with any financial reporting requirement under the securities laws or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period, the Clawback Policy requires the Company to recover from Section 16 officers (including our NEOs) the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on restated amounts.

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The Clawback Policy is compliant with the SEC’s final rule adopted on January 27, 2023. The Clawback Policy operates in addition to, and not in lieu of, any other rights of the Company to recoup or recover incentive awards under applicable laws and regulations, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Company to date has not sought to recoup any payments under this Clawback Policy. We review our Clawback Policy periodically and will amend or update it as necessary to comply with the applicable regulations and any new requirements.

Insider Trading, Hedging and Pledging Policies

Our Insider Trading Policy establishes guidelines with respect to transacting in Company securities and prohibits directors, employees, consultants and contractors, and certain of their family members from transacting in Company securities (whether issued by Riot or another company) while such person is aware of material non-public information (except pursuant to an approved 10b5-1 trading plan), or from providing such material non-public information to any person who may trade while aware of such information. We also have procedures that require trades by directors and executive officers to be pre-cleared by the Compliance Officer, as defined in the Insider Trading Policy, or his or her staff before trading in Company stock.

Additionally, our Insider Trading Policy restricts directors and executive officers from taking part in short sales, tipping, holding securities in margin accounts and options trading, and strongly discourages our directors and executive officers from participating in hedging or monetization transactions (through financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds) and requires any Insider, as defined in the Insider Trading Policy, to request preclearance and approval to trade by the Compliance Officer. Directors and executive officers may pledge Riot stock as collateral for a loan or investment, however, to mitigate any risk created by such actions, directors and executive officers are permitted to pledge only if the maximum aggregate loan or investment amount collateralized by such pledge of Riot securities does not exceed twenty-five percent (25%) of the total value of the pledged Riot securities.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

It is the Compensation Committee’s practice not to grant awards of options, generally, and will not grant awards of options when in possession of material nonpublic information, and if such options are to be granted, practice would be to wait until such material nonpublic information has been fully disclosed, widely disseminated to the public, and at least two business days have passed after such material nonpublic information has been disclosed. Additionally, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Such practice is in accordance with our Insider Trading Policy as well as our Code of Conduct.

There have been no awarded options to an NEO during the last completed fiscal year ended December 31, 2023.

Tax and Accounting Considerations

Accounting Treatment

We recognize a non-cash charge to earnings for accounting purposes for equity awards. We expect that our Compensation Committee will continue to review and consider the accounting impact of equity awards in addition to considering the impact for dilution and overhang when deciding the amounts and terms of equity grants.

Deductibility of Executive Compensation

The Internal Revenue Code (the “Code”) Section 162(m) may limit the amount that we may deduct from our federal income taxes for compensation paid to certain of our current or former executive officers who qualify as “covered employees” within the meaning of Code Section 162(m) to one million dollars per executive officer per year. While we are mindful of the benefit of the full deductibility of compensation, we believe that we should not be constrained by the requirements of Code Section 162(m) where those requirements would impair our flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, we have not adopted a policy

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that would require that all compensation be deductible, though we do consider the deductibility of compensation when making compensation decisions. We may authorize compensation payments that are not fully tax deductible if we believe that such payments are appropriate to attract and retain executive talent or meet other business objectives.

Taxation of Parachute Payments and Deferred Compensation

We have no obligation to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that they might owe as a result of the application of Section 280G, 4999, or 409A of the Code, however, we may provide additional payments to cover taxes due in connection with the vesting and settlement of RSAs (both time-based and performance-based), or otherwise provide for net settlement of vested RSAs to cover the state and federal taxes due thereon, as permitted under the 2019 Equity Plan and approved by the Compensation Committee. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceed certain limits prescribed by the Code, and that the employer may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also may impose significant taxes on a service provider in the event that they receive deferred compensation that does not comply with the requirements of Section 409A of the Code. We have structured our compensation arrangements with the intention of complying with or otherwise being exempt from the requirements of Section 409A of the Code.

Risk and Analysis of Compensation Plans

The Compensation Committee engaged Compensia to assess and determine whether the design and operation of our compensation policies and practices could encourage executives or employees to take excessive or inappropriate risks that would be reasonably likely to have a material adverse effect on our Company. In assessing our policies and practices, the following factors among others were analyzed: the design, size and scope of our cash and equity incentive programs and program features that mitigate against potential risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk” compensation and various policies such as trading, severance, benefits and governance. After reviewing the analysis performed by Compensia, we concluded that any potential risks arising from our employee compensation policies and practices, including our executive compensation programs, are not reasonably likely to have a material adverse effect on our Company.

Fiscal Year 2023 Stockholder Advisory Vote Results and Stockholder Engagement

Our Say-on-Pay vote at the 2023 Annual Meeting received 56.3% of votes cast in favor from our stockholders.   In advance of that meeting, and at the Compensation Committee’s direction, we reached out to our top 15 institutional holders representing 27.1% of shares outstanding. In total, we engaged with four stockholders representing 18.7% of shares outstanding, each of whom voted against Say-on-Pay.

Overall, we received constructive feedback from the stockholders who engaged with us regarding our executive compensation program, particularly relating to quantum of pay and proxy disclosure. After this engagement with stockholders, we agreed to maintain contact with them, as well as the other stockholders who chose not to engage with us, in order to continue to receive feedback they may have on the Company’s executive compensation program or other matters as we continue to grow.

The feedback from these meetings was shared with the full Board and provided the Compensation Committee and the Board with valuable insights into our stockholder’s perspectives on our compensation program and potential improvements to the program, as described below.

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Below is a summary of what we heard from our stockholders and how we responded to their feedback:

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Consistent with our commitment to continue to engage with our top institutional investors, in 2024, we again reached out to our top 15 institutional investors representing 27.0% of shares outstanding. To date, two (2) stockholders representing nearly 15% of shares outstanding have accepted our request for engagement. Further, we have continued to provide enhanced disclosures on our equity compensation practices. This includes details on our new 2023 Long-Term Incentive program, of which at minimum 50% is subject to Relative TSR goals. This program was developed, in part, in response to the feedback we received and is appropriate for a company of our size and stage of growth.

We intend to continue engaging with our stockholders and reviewing our compensation and governance practices in the future.

The Board would like to reaffirm its belief in the appropriateness, effectiveness and market competitiveness of the Company’s executive compensation programs, including continued emphasis on programs that reward our executive officers for generating sustainable profitability and delivering long-term value for our stockholders. The Board and the Compensation Committee will continue to consider the results of the Company’s annual stockholder advisory votes when making future compensation decisions for our executive officers, including the NEOs.

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Stock Ownership Requirements

We established stock ownership requirements to ensure that our NEOs hold a meaningful equity stake in the Company and, by doing so, link their interests with those of our stockholders. Stock directly or indirectly owned (for example, through a trust), along with unvested RSAs (if any), are included in the calculation of shares owned for purposes of the ownership requirements. NEOs are expected to meet the ownership requirements within five (5) years of the date upon which the named executive officer first becomes subject to the requirements.

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Our named executive officers are required to own shares in an amount equal to an applicable target value based on a multiple of annual base salary. Our named executive officers are required to meet the requirements by the following ownership requirement dates.

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Executive Employment Agreements

The Company has entered into employment agreements with, and provides post-employment benefits to, its NEOs as follows:

Benjamin Yi, Executive Chairman

On May 24, 2021, we entered into an executive employment agreement with Mr. Yi, pursuant to which he has agreed to serve as our Executive Chairman for a three-year term, which renews for successive one-year terms after the expiration of the initial term. Effective July 1, 2023, Mr. Yi’s compensation for his services as our Executive Chairman, increased from $550,000 to $600,000 as annual base salary, paid in in cash, and 10.0 Bitcoin, and is eligible to receive additional incentive bonuses under the AIP. The Company pays the cash aspect of Mr. Yi’s base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed during his employment term. As additional compensation for his services as our Executive Chairman, Mr. Yi is eligible to receive periodic grants of equity awards, including incentive compensation awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yi may receive as compensation for his services as our Executive Chairman will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Executive Chairman.

During the fiscal year ended December 31, 2020, Mr. Yi served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to becoming Executive Chairman, Mr. Yi received equity awards of 227,642 RSUs under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vested in regular quarterly intervals and were settled in accordance with the Company’s regular compensation procedures. Mr. Yi receives no additional compensation for his services as a member of our Board.

Jason Les, Chief Executive Officer

On February 8, 2021, we entered into an executive employment agreement with Mr. Les, pursuant to which he has agreed to serve as our Chief Executive Officer (principal executive officer) for a five-year term, which renews for successive one-year terms after the expiration of the initial term. Effective July 1, 2023, Mr. Les’s compensation for his services as our Chief Executive Officer, increased from $550,000 to $600,000 as annual base salary, paid in in cash, and 10.0 Bitcoin, and is eligible to receive additional incentive bonuses under the AIP. The Company pays the cash aspect of Mr. Les’ base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed throughout his employment term. As additional compensation for his services as our Chief Executive Officer, Mr. Les is also eligible to receive periodic grants of equity awards, including incentive compensation awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Les may receive as compensation for his services as our Chief Executive Officer will be awarded under the 2019

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Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Chief Executive Officer.

During the fiscal year ended December 31, 2020, Mr. Les served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to his appointment as our Chief Executive Officer and Executive Director, Mr. Les received equity awards of 288,617 RSUs under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vest in intervals and are eligible to be settled in accordance with the Company’s regular compensation procedures. Mr. Les receives no additional compensation for his services as a member of our Board.

Colin Yee, EVP, Chief Financial Officer

On April 12, 2022, we entered into a professional services agreement with Clear Capital Management Corporation, a personal services corporation organized under the federal laws of Canada, wherein the professional services of Mr. Yee as our Head of Corporate and Financial Operations would be rendered. Pursuant to such agreement, Mr. Yee agreed to serve as our Chief Financial Officer, through his professional services corporation, for a two-year term which may be extended for additional one-year terms upon mutual written consent. Due to his promotion to EVP, Chief Financial Officer, effective July 1, 2023, Mr. Yee’s fee increased from $350,000 to $450,000, paid in cash, and he is eligible to receive additional cash incentive bonuses under the AIP, which amounts will be paid in accordance with the Company’s regular compensation practices. Mr. Yee is also eligible to receive equity compensation under the Company’s 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his engagement as our EVP, Chief Financial Officer.

William Jackman, EVP, General Counsel and Corporate Secretary

Effective July 5, 2021, we entered into an executive employment agreement with Mr. Jackman, pursuant to which he has agreed to serve as our EVP, General Counsel and Corporate Secretary for a three-year term, which renews for successive one-year terms after the expiration of the initial term. Effective July 1, 2023, Mr. Jackman’s compensation for his services as our EVP, General Counsel and Corporate Secretary, increased from $450,000 to $500,000 as annual base salary, paid in cash, and is eligible to receive additional incentive bonuses under the AIP, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services as our EVP, General Counsel and Corporate Secretary, Mr. Jackman is also eligible to receive equity awards, including incentive compensation awards, under our 2019 Equity Plan, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards.

Jason Chung, EVP and Head of Corporate Development & Strategy

Effective May 31, 2022, we entered into an employment agreement with Mr. Chung pursuant to which he originally agreed to serve as our Head of Corporate Development for a two-year term, which renewed upon mutual agreement. On July 24, 2023 we entered into an executive employment agreement with Mr. Chung pursuant to which he agreed to serve as our EVP, Head of Corporate Development and Strategy through May 31, 2024, which automatically renews for one year terms upon each one-year anniversary thereafter. As our EVP, Head of Corporate Development and Strategy, Mr. Chung receives an annual base salary of $450,000 and is eligible to receive additional incentive bonuses under the AIP, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services as our EVP, Head of Corporate Development and Strategy, Mr. Chung is also eligible to receive equity awards, including incentive compensation awards, under our 2019 Equity Plan, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards.

Executive Compensation Comparison Peer Group

The Compensation Committee reviews NEO roles and responsibilities and establishes ranges for each incentive element of executive compensation after reviewing similar information for a defined group of companies (“Peer Group”). Our Peer Group is used to assess the competitiveness of our NEOs compensation. In establishing this Peer Group we sought to include companies that compete with us for executive talent and are similar to us in industry, business model, revenue

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and/or market capitalization. Our Compensation Committee periodically reviews the composition of this Peer Group and makes changes it determines are appropriate based on changes to our businesses or to the attributes of companies in the group or the availability of their compensation data. Our independent compensation consultant, Compensia, our Chief Executive Officer and members of management routinely provide input to our Compensation Committee regarding changes to the attributes of peer companies.

The Compensation Committee considers the pay practices and relative performance of our Peer Group companies in determining target incentive compensation for our executive officers. The target amounts and compensation mix vary for each executive officer and are dependent upon various factors, none of which is specifically weighted, including the importance of the position to our organization, overall retention value, internal pay equity, and projected future value of the total compensation package.

As part of our periodic review cycle, the Compensation Committee reviewed the composition of this Peer Group and determined that no changes were to be made to the selection criteria for 2024.

The Peer Group for 2024 includes the following companies:

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Compensation and Human Resources Committee Report

This report of the Compensation and Human Resources Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The Compensation Committee oversees the Company’s compensation programs, policies and practices. The Compensation Committee has reviewed and discussed with management the foregoing “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee has recommended to the Board that the foregoing “Compensation Discussion and Analysis” be included in the Proxy Statement for this 2024 Annual General Meeting of Stockholders.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The compensation we paid to our NEOs for 2023, 2022 and 2021 is summarized in the table below: