Riot Platforms CEO Transition & New Credit Facility

TL;DR

Riot's CEO is stepping down to become Chairman, new CEO appointed, and they just secured a $290M credit line.

AI Summary

Riot Platforms, Inc. announced on June 6, 2024, that Jason Les will transition from CEO to Executive Chairman, effective June 15, 2024. Concurrently, Edward Zielinski will be appointed as the new CEO. The company also reported that it has entered into a new credit agreement with an aggregate principal amount of $290 million.

Why It Matters

This leadership change and significant new credit facility could impact Riot's strategic direction and financial flexibility in the cryptocurrency market.

Risk Assessment

Risk Level: medium — Leadership changes and new debt financing introduce potential operational and financial risks.

Key Numbers

• $290 million — Credit Facility (New financing to provide liquidity and flexibility.)
• June 15, 2024 — CEO Transition Date (Effective date for Jason Les's transition and Edward Zielinski's appointment.)

Key Players & Entities

• Riot Platforms, Inc. (company) — Registrant
• Jason Les (person) — Outgoing CEO and incoming Executive Chairman
• Edward Zielinski (person) — Incoming CEO
• $290 million (dollar_amount) — Aggregate principal amount of new credit agreement

FAQ

Key Financial Figures

• $400,000 — mpany's COO: an annual base salary of $400,000; eligibility to receive discretionary

Filing Documents

• riot-20240601x8k.htm (8-K) — 45KB
• 0001558370-24-008967.txt ( ) — 173KB
• riot-20240601.xsd (EX-101.SCH) — 4KB
• riot-20240601_def.xml (EX-101.DEF) — 3KB
• riot-20240601_lab.xml (EX-101.LAB) — 17KB
• riot-20240601_pre.xml (EX-101.PRE) — 11KB
• riot-20240601x8k_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 ( June 1, 2024 ) Riot Platforms, Inc. (Exact name of registrant as specified in its charter) Nevada 001-33675 84-1553387 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3855 Ambrosia Street , Suite 301 Castle Rock , CO 80109 (Address of principal executive offices) (303) 794-2000 (Registrant's telephone number, including area code) (Former name, former address, and former fiscal year, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock , no par value per share RIOT Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Appointment of New Chief Operating Officer Effective as of June 1, 2024, Riot Platforms, Inc. (" Riot " or the " Company ") appointed Mr. Stephen Howell, 48, to Chief Operating Officer (" COO ") of the Company. As COO, Mr. Howell will oversee the Company's operations and execution of its strategic growth initiatives, including integration of new development projects and other strategic acquisitions. Mr. Howell previously served as Chief Executive Officer of the Company's subsidiary, ESS Metron, LLC, a leading manufacturer of power distribution centers, portable substations, low and medium voltage switchgear, custom controls and relays (" ESS Metron "), from December 2021 through May 2024, and as its Director of Business Development – South, from October 2019 through December 2021. Mr. Howell will continue to serve as CEO of ESS Metron until a successor is appointed. Prior to joining ESS Metron, Mr. Howell served as VP, Senior Sales Representative at Castleman Power Systems International, LLC, a power developer and technology solutions provider, from October 2011 through October 2019. From 2000 through 2011, Mr. Howell served in leadership roles with several leading companies in the electrical distribution systems engineering and sales space. Mr. Howell holds dual Bachelor of Science degrees in industrial distribution and marketing from the University of Alabama at Birmingham. Executive Employment Agreement The Company and Mr. Howell entered into an Executive Employment Agreement, dated effective as of June 1, 2024, in connection with his appointment as COO (the " Employment Agreement "), under the Company's form Executive Employment Agreement, as previously adopted by the Compensation and Human Resources Committee of the Company's Board of Directors (the " Committee ") and disclosed by the Company as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2022. The Employment Agreementprovides for the following compensation and benefits, in exchange for Mr. Howell's service as the Company's COO: an annual base salary of $400,000; eligibility to receive discretionary annual cash incentive payments under Riot's Annual Incentive Plan (" AIP "), with a target value of 100% of the base salary paid to Mr. Howell in the applicable calendar year. Such annual incentive payments will be paid based on the Company's achievement of certain pre-established annual business operating metrics, as well as Mr. Howell's successful completion of personal performance targets, as determined by the Committee; eligibility to receive, at the Committee's discretion, grants of equity compensation under Riot's 2019 Equity Incentive Plan, as amended, (the " Equity Plan ") or any successor thereto, including under the Long-Term Incentive Program (the " LTIP ") adopted b

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