RIOT Riot Platforms Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 27, 2024 (February 24, 2024)

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Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)

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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))

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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. ☐

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Item 1.01 – Entry into a Material Definitive Agreement.

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On February 24, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) entered into a purchase order, dated effective as of February 23, 2024, (the “Purchase Order”) to purchase 31,500 Bitcoin mining servers (“Miners”) from MicroBT (through its manufacturing subsidiary), a leading manufacturer of Bitcoin miners, (“MicroBT”). The Purchase Order incorporates the terms of the previously reported master purchase and sale agreement, dated effective as of June 23, 2023, by and between Riot and MicroBT (the “Master Agreement”), which provides for customary representations, warranties, covenants, and agreements, including with respect to confidentiality. The Purchase Order is in addition to Riot’s existing purchase options under the Master Agreement, which continue to grant Riot the option to purchase up to 66,560 Miners per year from MicroBT through December 31, 2027, for a total of 265,000 additional Miners, under the Master Agreement, on terms at least on par with the Purchase Order No. 2, dated as of December 1, 2023,  (“P.O. 2”) as previously reported in Riot’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, 2023. A copy of the Master Agreement (with certain confidential terms redacted, as indicated thereon) was filed as Exhibit 10.1 to Riot’s current report on Form 8-K filed with the SEC on June 30, 2023, and a copy of P.O. 2 (with certain confidential terms redacted, as indicated thereon) was filed as Exhibit 10.1 to Riot’s current report on Form 8-K filed with the SEC on December 6, 2023.

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Pursuant to the Purchase Order, Riot is acquiring 31,500 model M60S Miners from MicroBT, with a total hash rate of 5.9 exahashes per second (EH/s), in exchange for payment of $96,673,500, plus applicable taxes and fees, (the “Purchase Price”). These Miners will be delivered in two (2) approximately equal batches, with the first 15,750 Miners to be delivered in May 2024, and the second half to be delivered in June 2024. Riot paid seventy percent (70%) of the Purchase Price as a deposit in connection with the execution of the Purchase Order and will pay the remaining thirty percent (30%) of the Purchase Price with respect to each delivery batch no later than two (2) business days prior to the scheduled delivery of that batch.

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These new M60S Miners will be deployed in available capacity in Riot’s Rockdale, Texas, data center facility (the “Rockdale Facility”), including as replacements for some of the less efficient and resilient Miners currently deployed in the Rockdale Facility. Upon deployment of these new, more efficient and resilient Miners, Riot anticipates that the total hash rate capacity of its Rockdale Facility will increase from 12.4 EH/s to 15.1 EH/s by the end of July 2024. As a result of this Purchase Order and the deployment of previously announced Miner purchases at Riot’s new Corsicana, Texas, facility, Riot’s new 2024 year-end hash rate target is 31 EH/s – more than double its 2023 year-end hash rate.

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The above summary of the Master Agreement and the Purchase Order does not purport to be a complete discussion of the agreement between Riot and MicroBT, and is qualified in its entirety by reference to the complete text of the Master Agreement filed (with certain confidential terms redacted, as indicated thereon) as Exhibit 10.1 to Riot’s current report on Form 8-K filed with the SEC on June 30, 2023, and to the complete text of the Purchase Order (with certain confidential terms redacted, as indicated thereon), which is filed as Exhibit 10.1 to this current report on Form 8-K filed with the SEC (this “Report”) and incorporated by reference herein.

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Item 8.01 – Other Events.

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On February 27, 2024, Riot released a press release announcing the new MicroBT Purchase Order (the “Press Release”), as well as an updated corporate presentation, dated as of February 27, 2024, (the “Corporate Presentation”). The updated Corporate Presentation, which includes highlighted financial and operational results for the year ended December 31, 2023, as disclosed in Riot’s annual report on Form 10-K for that period, which was filed with the SEC on February 22, 2024 (the “Annual Report”), has been revised to incorporate Riot’s updated year-end 2024 hash rate target of 31 EH/s, which has increased as a result of the new MicroBT Purchase Order. A copy of the Annual Report is available at the SEC’s website, www.sec.gov, as well as the “Investor Relations” page of Riot’s website, www.riotplatforms.com. Copies of the Press Release and the Corporate Presentation are attached as Exhibits 99.1 and 99.2 to this Report, respectively, and are available under the “Investor Relations” page of Riot’s website, www.riotplatforms.com. .

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To supplement Riot’s financial results presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, Riot’s Corporate Presentation includes certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, which eliminate the effect of certain non-cash and non-recurring items that management believes do not reflect Riot’s ongoing strategic business operations. Riot constantly evaluates its use of non-GAAP financial measures, and Riot believes its use of these measures is helpful in assisting management’s evaluation of Riot’s performance and achievement of its strategic goals. The non-GAAP financial measures used by Riot should be viewed in addition to, and not as a substitute

for, or superior to, Riot’s reported results prepared in accordance with GAAP, and they should be read only in conjunction with Riot’s consolidated financial statements and results of operations (unaudited) prepared in accordance with GAAP. Riot’s non-GAAP financial measures referenced in the Corporate Presentation, EBITDA and Adjusted EBITDA, are reconciled to their most directly comparable GAAP financial measure, net income, in the data tables and associated notes under the heading, “Non-U.S. GAAP Measures of Financial Performance,” in the Appendices at the end of the Corporate Presentation.

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The information furnished pursuant to this Section 8.01 of this Report, including the Press Release and the Corporate Presentation attached as Exhibits 99.1 and 99.2 to this Report, respectively, is furnished only, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to liability under that Section, and shall not be incorporated into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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Cautionary Note Regarding Forward Looking Statements

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This Report, the Press Release and Corporate Presentation (attached as Exhibits 99.1 and 99.2 hereto, respectively), as well as the documents referenced herein and therein, may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Riot may also make forward-looking statements in the other reports and documents filed with the SEC, including those documents and filings incorporated herein by reference. All statements in this Report and the Corporate Presentation attached as Exhibit 99.1, as well as the documents referenced herein and therein, other than statements of historical fact, are “forward-looking statements” within the scope of this cautionary note and the PSLRA, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services, or developments; future economic conditions, performance, or outlooks; future political conditions; the outcome of contingencies; potential acquisitions or divestitures; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events, or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” and similar words or expressions; however, forward-looking statements may be made without such terminology.

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Such forward-looking statements reflect our management’s opinions, expectations, beliefs, and assumptions regarding future events as of the time they are made, based on information then available to management. These forward-looking statements are not guarantees of future performance or actual results, and you should not place undue reliance on them.

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The future events, conditions, or results expressed in, or implied by, such forward-looking statements may not materialize or prove to be correct due to various risks and uncertainties facing Riot, including those risks which management has identified and believes to be material, as well as those which management has not identified, or which management does not believe to be material as of the date hereof. Such identified risk factors may be found in the Annual Report, under the heading “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, as well as under similar headings in subsequent filings we make with the SEC. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. It is not possible for our management to predict all risks, the potential impact of all factors on our business, or the extent to which any factor, or combination of factors, may cause our actual results to differ, perhaps materially, from those contained in, or implied by, any forward-looking statements we may make. Should such risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations, stockholder’s equity, and cash flows, and the market price of our securities may decline, as a result. Copies of these filings may be obtained from the SEC’s website, www.sec.gov and on the “Investor Relations” page of Riot’s corporate website, www.riotplatforms.com.

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Accordingly, you should read this Report, the Press Release, and the Corporate Presentation, as well as the documents referenced herein or therein, and other filings we make with the SEC, completely and with the understanding that our future results may be materially different from our historical results and from the results expressed in or implied by any such forward-looking statements. All forward-looking statements attributable to us speak only as of the date they are made and, unless otherwise required by applicable securities laws, we do not assume any obligation and disclaim any intention to update or revise any such forward-looking statements. All forward-looking statements attributable to us are expressly qualified by the foregoing cautionary statements and are made in reliance of the safe harbor provisions of Section 27A of the Securities Act Section 21E of the Exchange Act and the PSLRA.

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Item 9.01 – Regulation FD Disclosure.

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(d)Exhibits.

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EXHIBIT INDEX

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The following exhibits are filed or furnished herewith:

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* Certain schedules and similar amendments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Riot undertakes to furnish supplement copies of any of the omitted schedules upon request by the SEC.

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S I G N A T U R E

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

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Date: February 27, 2024

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Exhibit 10.1

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Execution Version

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MICROBT-RIOT

MASTER PURCHASE & SALE AGREEMENT

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PURCHASE ORDER NO. 03

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This Purchase Order No. 03 (this “Purchase Order”) is entered into, effective as of February 23, 2024 (the “Effective Date”), by and between (i) SuperAcme Technology (Hong Kong) Ltd., a limited company organized under the laws of Hong Kong, PRC (“MicroBT”), and (ii) Whinstone US, Inc., a corporation organized under the laws of the State of Delaware, USA (“WUS”), an affiliate of Riot Platforms, Inc., a corporation organized under the laws of the State of Nevada, USA (together with WUS, collectively, “Riot”), pursuant to that certain Master Purchase and Sale Agreement by and among them, dated effective as of June 23, 2023, as amended (the “Master Agreement”), the terms and conditions of which, to the extent not expressly modified by this Purchase Order, are hereby incorporated into this Purchase Order by reference as if set forth in full herein. Any capitalized term used but not otherwise defined in this Purchase Order shall have the meaning ascribed to it in the Master Agreement.

WHEREAS, the Parties have agreed that MicroBT shall sell and convey to Riot, and Riot shall purchase and accept from MicroBT, thirty-one thousand five hundred (31,500) M60S Miners pursuant to this Purchase Order and the Master Agreement to which it relates;

WHEREAS, the Parties have agreed that the Miners purchased pursuant to this Purchase Order are not being purchased pursuant to any Purchase Options, and Riot maintains all of its rights to exercise Purchase Options pursuant to the Master Agreement;

WHEREAS, the Parties have agreed that: (i) the Miners purchased pursuant to this Purchase Order will be manufactured in Thailand by MicroBT or its affiliates; (ii) Riot shall waive all United States manufacturing, production and delivery requirements with respect to such Miners; and (iii) that the maximum Production Premium for such Miners shall be set at One Hundred and 00/100 United States Dollars (USD $100.00); and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Parties, intending to be bound, hereby acknowledge and agree as follows:

1.Order Description. MicroBT hereby sells and conveys to Riot, and Riot hereby purchases and accepts such conveyance from MicroBT, of the MicroBT Miners specified in the following table, in exchange for payment of the Purchase Order Total Price (as specified herein), in accordance with the terms of this Purchase Order.

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2.Miner Specifications. Each Batch of the foregoing Miners delivered under this Purchase Order shall meet or exceed the minimum performance specifications set forth in the following table:

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3.Payment Terms and Schedule. The Purchase Order Total Price, and the payment schedule for the purchase and sale of the Miners hereunder, shall be as set forth below in this Section 3, subject to applicable

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adjustments according to Section 3(g) below, Sections 3.3.1 and 3.3.2 of the Master Agreement, or as otherwise permitted by the Master Agreement.

(a)Price per Terahash (TH). Subject to adjustment as provided for in Section 3(g), the price per Terahash covered by this Purchase Order is set forth in the following table:

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(b)Purchase Order Total Price ($USD). The Purchase Order Total Price for the Miners Purchased and Sold under the MSA pursuant to this Purchase Order is ninety-six million, six hundred seventy-three thousand, five hundred and 00/100 United States Dollars (U.S. $96,673,500), exclusive of any applicable Production Premiums, taxes, fees, and credits. The Purchase Order Total Price is further subject to adjustments as permitted under the Master Agreement and Section 3(g) below.

(c)Deposit. In connection with the execution of this Purchase Order, Riot shall pay to MicroBT a Deposit against the Purchase Order Total Price in the amount of sixty-seven million, six hundred seventy-one thousand, four hundred and fifty and 00/100 United States Dollars (U.S. $67,671,450) (i.e., Seventy Percent (70%) of the Purchase Order Total Price), which shall be applied as a credit against the Purchase Order Total Price, to be earned ratably upon delivery of the Miners. In accordance with the Master Agreement, payment of the Deposit shall be due within fourteen (14) days of receipt of an invoice submitted by MicroBT for payment therefor.

(d)[Omitted]

(e)Balance Payments; Production Premium. Payments for the remaining balance of the Purchase Order Total Price due with respect to each applicable Batch of Miners delivered hereunder, after application of the Deposit, plus any applicable Production Premium (which shall not exceed One Hundred United States Dollars (U.S. $100) per Miner), taxes and fees, shall be made prior to delivery of the Miners in accordance with the Master Agreement. The Balance Payment due with respect to each Batch delivery shall be due and payable two (2) business days prior to the Delivery Date for such Batch, pursuant to an invoice submitted by MicroBT no later than sixteen (16) days prior to the Delivery Date of such Batch; provided, however, the Parties acknowledge and agree that the final Balance Payment due with respect to the final Batch of Miners to be delivered hereunder may be subject to adjustment for any Over-delivery or Under-delivery of Hashrate under this Purchase Order, in accordance with the terms of the Master Agreement.

(f)Payment Schedule. The schedule for payment of the Purchase Order Total Price due in exchange for the purchase and sale of the Miners under this Purchase Agreement shall be as set forth on Schedule 3(f) of this Purchase Order.

(g)Adjustments. Riot acknowledges that the actual hashrate and efficiency of each Miner actually delivered by MicroBT may fluctuate (subject to the ninety percent (90%) performance guarantee set forth in the warranty provisions of the Master Agreement). Accordingly, Riot hereby agrees that the final aggregate cost under this Purchase Order may be greater than the Purchase Order Total Price herein stated based on the total hashrate actually delivered by MicroBT and the price per Terahash corresponding to the applicable Miner as set forth in this Section 3. Further, MicroBT represents and warrants that, as of the Effective Date of this Purchase Order, that the prices offered to Riot are the most favorable prices offered by MicroBT with respect to the Miners to be purchased hereunder. If, during the production and delivery schedule of the Miners under this Purchase Order, MicroBT sells or offers to sell Miners, having

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substantially the same (or better) hashrate and efficiency as those sold to Riot hereunder, at a lower base price per Terahash than the price per Terahash specified in this Purchase Order, (without regard to any volume discount offered by MicroBT or the application of the Production Premium), then MicroBT shall promptly notify Riot of such offer or sale and its lower prices and shall adjust the Purchase Order Total Price herein stated downward by reducing the price per Terahash of the remaining Batches to be delivered which are covered by this Purchase Order to match the lower price offered to such third party. Such adjustment shall take the form of a credit applied to future payments under this Purchase Order, with any balance remaining applied to any future Purchase Orders placed under the Master Agreement.

4. Delivery Terms & Schedule. Deliveries shall be made Ex-Works (EXW, Incoterms 2020) at MicroBT’s warehouse located at: SV1 PUBLIC COMPANY, LTD, 141-142 Moo 5, Tiwanon Rd., Bangkadi, Muang, Pathumthani 12000, Thailand, on or before the fifteenth (15^th) day of each Batch delivery month, as specified in the table below. MicroBT shall remain responsible for ensuring upstream compliance with all applicable laws, rules and regulations governing the labor, minerals, components and parts used in the Miner manufacturing process pursuant to the Master Agreement. MicroBT shall package the Miners per the Master Agreement and Riot shall manage pick-up and transport of the Miners to its facility. Subject to adjustment pursuant to the Master Agreement, delivery of the Miners purchased and sold between the Parties pursuant to this Purchase Order shall be made according to the following schedule:

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(a)MicroBT: Mr. Jianbing (Jordan) Chen, Chief Operating Officer,

chenjianbring@microbt.com.

(b)Riot: Ghazaleh Victoria Barman, Vice President of FP&A, Head of Mining,

gbarman@riot.inc; +1(858) 518-1557.

(a)Purchase Order Supremacy. In the event of any conflict between the terms contained in this Purchase Order and those terms contained in the Master Agreement, the Parties hereby acknowledge and agree that the terms of this Purchase Order shall supersede, prevail and govern over those conflicting terms of the Master Agreement.

(b)Specific Waivers. Pursuant to Section 12.2 and Section 12.7 of the Master Agreement, solely with respect to this Purchase Order, Riot hereby waives Section 1.5 (Production), Section 4.1 (Delivery), and Section 5.2.3 (MicroBT representation related to United States origin of Miners) of the Master Agreement, solely with respect to the United States manufacturing, production, delivery and Miner origin requirements of such sections, and MicroBT hereby waives Section 3.4 (USA Production Premium) of the Master Agreement to reduce the Production Premium. For the avoidance of doubt, neither Party’s waiver of the rights described herein that are otherwise provided in the Master Agreement shall be deemed a waiver of such Party’s prior or subsequent rights under the Master Agreement or any other Purchase Order. Except for the specific waivers otherwise described herein, nothing in this Purchase Order shall amend or modify any terms of the Master Agreement.

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(c)No Exercise of Purchase Option. The Parties acknowledge that this Purchase Order shall not constitute Riot’s exercise of any Purchase Option under the Master Agreement. Accordingly, Riot hereby reserves all its rights to any Purchase Option granted to it by the terms of the Master Agreement.

(d)Miscellaneous. This Purchase Order is executed under and forms a part of, and is incorporated by reference into, the Master Agreement, as if set forth in full therein. This Purchase Order may be executed electronically, including via exchange of digital signatures through secure signature services and/or .pdf copies exchanged via email between the authorized representatives of the Parties, and in any number of counterparts, each of which will be deemed an original of this Purchase Order, and which, together, will constitute one and the same instrument. The Parties hereby acknowledge and agree that this Purchase Order and the Master Agreement to which it relates, and each of their schedules, exhibits and appendices, (a) sets forth the final and complete agreement of the Parties regarding the subject matter of Purchase Order and (b) supersedes and replaces all prior agreements, amendments, discussions, drafts, proposals, and understandings of the Parties, whether written or oral, with respect to the subject matter of Purchase Order.

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[Remainder of Page Left Intentionally Blank – Signatures Follow]

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IN WITNESS WHEREOF, the Parties hereto, by the signatures of their duly authorized representatives set forth below and intending to be legally bound by the foregoing terms of this instrument, have executed this Purchase Order No. 03 as of the Effective Date set forth in the forepart hereof.

SuperAcme Technology (Hong Kong) Ltd., a Hong Kong limited company

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Whinstone US, Inc., a Delaware corporation

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[Purchase Order No. 03 – Signatures]

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Schedule 3(f)

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Schedule of Payments

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The following schedule sets forth the payments due in respect of the Purchase Order Total Price for Miners purchased and sold between the Parties pursuant to that certain Purchase Order No. 03, dated as of February 23, 2024, by and between Whinstone US, Inc., and SuperAcme Technology (Hong Kong) Ltd., under that certain MicroBT-Riot Master Purchase & Sale Agreement, dated as of June 23, 2023, by and between SuperAcme Technology (Hong Kong) Limited and Riot Platforms, Inc., and their designated affiliates. This Schedule 3(f) forms a part of, and is incorporated by reference into, such Purchase Order No. 03. The amounts and payment dates specified in this Schedule 3(f) are subject to adjustment, as provided under Purchase Order No. 03 and the Master Agreement to which it relates.

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Exhibit 99.1

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RIOT PURCHASES 31,500 MINERS FROM MICROBT TO ENHANCE AND EXPAND SELF-MINING OPERATIONS AT ITS ROCKDALE FACILITY

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Riot strengthens its self-mining operations by purchasing 31,500 WhatsMiner M60S miners
from MicroBT. This strategic investment replaces underperforming machines, boosts mining
efficiency, and adds additional hash rate capacity at the Rockdale Facility

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CASTLE ROCK, COLO. / Globe Newswire / February 27, 2024 / Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an industry leader in vertically integrated Bitcoin (“BTC”) mining, announced today that it has entered into a new purchase agreement (the “Agreement”) with Shenzhen MicroBT Electronics Technology Co., LTD, through its manufacturing subsidiaries, (“MicroBT”) a prominent manufacturer of Bitcoin miners. Under the Agreement, Riot has purchased 31,500 next-generation M60S miners from MicroBT for a total consideration of $97.4 million (exclusive of applicable taxes and fees and adjustments), reflecting a rate of $16.50 per TH. From this new order, 14,500 miners are set to be deployed in available capacity at the Rockdale Facility. The remaining approximately 17,000 miners from this order will replace underperforming machines at the Rockdale Facility.

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Miner deliveries are scheduled to occur in May 2024 and June 2024. Once the 31,500 miners are deployed, Riot's Rockdale Facility's self-mining hash rate capacity will increase from 12.4 EH/s to 15.1 EH/s by the end of July 2024.

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The M60S miners purchased are MicroBT’s latest generation air-cooled machines featuring an efficiency rating of 18.5 J/TH and produce approximately 186 TH/s per machine.

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“We are excited to announce this new order of latest-generation M60S miners from MicroBT, which has the dual purpose of both increasing our deployed hash rate and improving our operational efficiency,” said Jason Les, CEO of Riot. “Through our team’s constant focus on improving operations at our Rockdale Facility, we have identified currently deployed under-performing machines best suited for replacement. Replacing these under-performing miners with the new M60S model will have a positive effect on both our operating uptime and energy efficiency, as these are the most efficient miners ever produced by MicroBT. The investment made in this purchase order strengthens our commitment to be a leading low-cost miner and further enhances our industry leading fleet into the future."

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"The MicroBT team is excited to continue growing our partnership with Riot with this new order of miners for its Rockdale Facility,” said Jordan Chen, COO of MicroBT. “This is yet another milestone in Riot's ambitious journey to build a 100+ EH/s mining fleet in the coming years. MicroBT is honored to have been chosen as a strategic partner by Riot for this remarkable undertaking and will provide its unwavering support."

About MicroBT (www.microbt.com)

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MicroBT is a technology company based on blockchain, focusing on the R&D, production and sales of integrated circuit chips and products, and provides high performance computing system solutions and technical service. MicroBT has recently commenced its United States-based manufacturing operations of Bitcoin mining hardware.

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About WhatsMiner (www.whatsminer.com)

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is a leading brand of mining hardware and chip design developed by MicroBT. As one of the most efficient and cost-effective mining brands on the market, WhatsMiner is widely used in retail and institutional mining by customers around the world.

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About Riot Platforms, Inc.

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Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.  Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

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Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has data center hosting operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

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For more information, visit www.riotplatforms.com.

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Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Corsicana site expansion; our expected schedule of new miner deliveries; the

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impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; megawatt (“MW”) capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

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Investor Contact:   
Phil McPherson   
303-794-2000 ext. 110

IR@Riot.Inc

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Media Contact:   
Alexis Brock   
303-794-2000 ext. 118

PR@Riot.Inc