Offerings - Offering: 1 |
Jun. 26, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common stock, no par value per share |
| Amount Registered | shares | 15,000,000 |
| Proposed Maximum Offering Price per Unit | 27.03 |
| Maximum Aggregate Offering Price | $ 405,450,000.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 55,992.64 |
| Offering Note | (i) Riot Platforms, Inc., a Nevada corporation, (the "Registrant") is filing this Registration Statement on Form S-8 to register 15,000,000 shares of its common stock, no par value per share (the "Common Stock"), for issuance under the Registrant's 2019 Equity Incentive Plan, as amended (the "2019 Equity Plan"), which shares were reserved for issuance thereunder pursuant to the Seventh Amendment to the Equity Plan, as approved by the Compensation and Human Resources Committee of the Board of Directors of the Registrant on March 26, 2026, and by the stockholders of the Registrant at the 2026 annual meeting of the Registrant's stockholders held on June 9, 2026. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover an indeterminate number of additional shares of the Registrant's Common Stock as may become issuable pursuant to the anti-dilution and other adjustment provisions of the 2019 Equity Plan by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration that results in a change in the number of outstanding shares of the Registrant's Common Stock. (ii) The proposed maximum aggregate offering price per unit and the maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee covering the additional 15,000,000 shares of Common Stock to be registered pursuant to this Registration Statement on Form S-8 in accordance with Rules 457(c) and (h) of the Securities Act, based on the average of the high and low prices of the Registrant's Common Stock, as reported on the Nasdaq Capital Market on June 25, 2026. |