Riot Platforms, Inc. 8-K Filing

FAQ

Key Financial Figures

• $500,000,000 — gregate initial offering price of up to $500,000,000 (the " Placement Shares ") at prevailin
• $600,533,914.83 — sociated offering, the Company had sold $600,533,914.83 of shares of Common Stock, with $149,46
• $149,466,085.17 — ,914.83 of shares of Common Stock, with $149,466,085.17 of shares of Common Stock remaining uns

Filing Documents

• riot-20251230x8k.htm (8-K) — 44KB
• riot-20251230xex1d1.htm (EX-1.1) — 345KB
• riot-20251230xex5d1.htm (EX-5.1) — 15KB
• riot-20251230xex5d1001.jpg (GRAPHIC) — 10KB
• riot-20251230xex5d1002.jpg (GRAPHIC) — 5KB
• riot-20251230xex5d1003.jpg (GRAPHIC) — 17KB
• 0001104659-25-125324.txt ( ) — 637KB
• riot-20251230.xsd (EX-101.SCH) — 3KB
• riot-20251230_def.xml (EX-101.DEF) — 3KB
• riot-20251230_lab.xml (EX-101.LAB) — 17KB
• riot-20251230_pre.xml (EX-101.PRE) — 11KB
• riot-20251230x8k_htm.xml (XML) — 5KB

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. On December 30, 2025, Riot Platforms, Inc. (" Riot ", the " Company ", " we ", " us ", " our ", etc.) entered into a sales agreement, dated as of December 30, 2025 (the " 2025 Sales Agreement "), with the sales agents identified therein: B. Riley Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., Macquarie Capital (USA) Inc., Morgan Stanley & Co. LLC, Needham & Company, LLC, Northland Securities, Inc., and Roth Capital Partners, LLC (collectively, the " Sales Agents "). Pursuant to the 2025 Sales Agreement, we may offer and sell, to or through the Sales Agents, an indeterminate number of shares of Riot's common stock, no par value per share (" Common Stock "), having an aggregate initial offering price of up to $500,000,000 (the " Placement Shares ") at prevailing market prices from time to time, in an "at-the-market offering" within the meaning of Rule 415 of the Securities Act of 1933, as amended (the " Securities Act "), including sales made to the public directly on or through the Nasdaq Capital Market and any other trading market for our Common Stock (the " Offering "). The Placement Shares will be offered and sold under the Company's automatically effective Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the " SEC ") on August 9, 2024, (the " Registration Statement ") pursuant to the prospectus supplement filed with the SEC on December 30, 2025, which supplements and amends the base prospectus filed with the Registration Statement. Under the 2025 Sales Agreement, we may deliver placement notices to the Sales Agents designating the maximum amount of Placement Shares and the minimum price per share of our Common Stock to be offered. Subject to the terms and conditions of the 2025 Sales Agreement, however, the Sales Agents are not required to sell any specific number or dollar amount of Placement Shares but will act as sales age

02 – Termination of a Material Definitive Agreement

Item 1.02 – Termination of a Material Definitive Agreement. Effective as of December 30, 2025, the Company terminated the prior sales agreement, dated as of August 9, 2024 (the " 2024 Sales Agreement "), with Cantor Fitzgerald & Co., B. Riley Securities, Inc., BTIG, LLC, Roth Capital Partners, LLC, Keefe, Bruyette & Woods, Inc., as successor in interest to Stifel Nicolaus Canada Inc., Compass Point Research & Trading, LLC, Northland Securities, Inc., and ATB Capital Markets USA Inc., a copy of which is filed as Exhibit 1.1 to the Company's current report on Form 8-K filed with the SEC on August 9, 2024. Accordingly, with the termination of the 2024 Sales Agreement, the Company also terminated its "at-the-market" offering of shares of Common Stock conducted pursuant to the Company's prospectus supplement filed with the SEC on August 9, 2024. As of the termination of the 2024 Sales Agreement and the associated offering, the Company had sold $600,533,914.83 of shares of Common Stock, with $149,466,085.17 of shares of Common Stock remaining unsold thereunder. No further offerings or sales of Common Stock will be conducted under the 2024 Sales Agreement. There are no costs or payments associated with the early termination of the 2024 Sales Agreement.

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. (d) Exhibits. EXHIBIT INDEX The following exhibits are filed or furnished herewith: Exhibit No. Description 1.1* Sales Agreement, dated as of December 30, 2025, by and among Riot Platforms, Inc. and the Sales Agents. 5.1 Opinion of counsel Womble Bond Dickinson (US) LLP. 23.1 Consent of Womble Bond Dickinson (US) LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and similar amendments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplement copies of any of the omitted schedules upon request by the SEC. S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RIOT PLATFORMS, INC. By: /s/ Colin Yee Name: Colin Yee Title: Chief Financial Officer Date: December 30, 2025

View Full Filing

View this 8-K filing on SEC EDGAR