0001167419false00011674192024-02-242024-02-24

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)

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 1.01 – Entry into a Material Definitive Agreement.

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.

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.

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.

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.

Item 8.01 – Other Events.

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. .

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.

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.

Cautionary Note Regarding Forward Looking Statements

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.

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.

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.

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.

Item 9.01 – Regulation FD Disclosure.

(d)Exhibits.

EXHIBIT INDEX

The following exhibits are filed or furnished herewith:

Exhibit No.

Description

10.1*

Purchase Order No. 03, dated as of February 23, 2024, executed under that certain Master Purchase and Sale Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT.

99.1

Riot Platforms, Inc. Press Release, dated February 27, 2024.

99.2

Riot Platforms, Inc. Corporate Presentation, dated as of February 27, 2024.

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. Riot 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

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: February 27, 2024

Exhibit 10.1

Execution Version

MICROBT-RIOT

MASTER PURCHASE & SALE AGREEMENT

PURCHASE ORDER NO. 03

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.

Miner Model

Number of Miners

Aggregate Hash Rate

Price per Miner

(EH/s)

(USD)

M60S

31,500

5.9

$ 3,069

*weighted average

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:

Miner Model

Average Hashrate

Power Draw

Power Efficiency

(TH/s)

(Watts)

(Joules/TH [+/- 5%])

M60S

186

3,343

18.5

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


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:

Miner Model

Price per TH

(US $)

M60S

16.50

(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


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 (15th) 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:

Delivery Month

M60S

May-24

15,750

Jun-24

15,750

TOTAL:

31,500

5.

Authorized Representatives.

(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.

6.

Supplemental Terms and Conditions.

(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.


(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.

[Remainder of Page Left Intentionally Blank – Signatures Follow]


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

By:

/s/ Jordan Chen

(seal)

Name:

Jordan Chen

Title:

Chief Operating Officer

Dated:

2/24/2024

Whinstone US, Inc., a Delaware corporation

By:

/s/ Jason Les

(seal)

Name:

Jason Les

Title:

President

Dated:

2/24/2024

[Purchase Order No. 03 – Signatures]


Schedule 3(f)

Schedule of Payments

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.

Month

Deposit

Balance Payment

Maximum

Production Premium

Total

Monthly Payment

(U.S. $100/Miner)

Feb-24

$67,671,450

-

-

$67,671,450

Mar-24

-

-

-

-

Apr-24

-

-

-

-

May-24

-

$14,501,025

$1,575,000

$16,076,025

Jun-24

-

$14,501,025

$1,575,000

$16,076,025

TOTALS

$67,671,450

$29,002,050

$3,150,000

$99,823,500


Exhibit 99.1

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

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

·

Order is for 31,500 MicroBT miners with a combined total of 5.9 EH/s purchased for $97.4 million, equating to approximately $16.50/TH

·

Approximately 14,500 miners in this order will add to self-mining capacity, the remaining 17,000 will replace currently under-performing miners at Riots Rockdale Facility

·

All miners will be deployed at the Rockdale Facility, increasing the Companys hash rate capacity at this facility to 15.1 EH/s by the end of July 2024

·

In combination with hash rate growth at the new Corsicana Facility, Riots new 2024 year-end hash rate target is 31 EH/s

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.


Graphic

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.

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.

“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."

"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)


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.

About WhatsMiner (www.whatsminer.com)

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.

About Riot Platforms, Inc.

Riots (NASDAQ: RIOT) vision is to be the worlds 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.

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.

For more information, visit www.riotplatforms.com.

Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect managements 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 Companys 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


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 Companys 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 Companys 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 Companys 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 SECs 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.

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

IR@Riot.Inc

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

PR@Riot.Inc


Exhibit 99.2

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Riot Platforms (NASDAQ: RIOT) FY 2023 Update February 27, 2024 NASDAQ: RIOT

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Statements in this presentation that are not statements of historical fact are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and are not guarantees of future performance or actual results. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including potential future financial and operating results, as well as the Company’s plans, objectives, expectations, and intentions. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such signifying expressions. Because such forward-looking statements reflect management’s current expectations, assumptions and estimates of future performance and economic conditions, they are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties 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 Facility; our expected schedule of new miner deliveries; our ability to successfully deploy new miners; MW capacity under development; risks related to our realization of the benefits we anticipate from immersion-cooling; risks related to the success, schedule, cost and difficulty of integrating businesses we acquire; our failure to realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact that COVID-19 and other global events may have on us, our customers, our suppliers, and on economic conditions in connection with our estimated timelines, future performance and operations. 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 the forward-looking statements contained in this presentation 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, 2023, 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. In addition to these risks and those identified by the Company’s management and disclosed in the Company’s filings with the SEC, other risks, factors and uncertainties not identified by management, or which management does not presently believe to be material to the Company, its business or prospects, may also materially affect the Company’s actual future results, including in ways adverse to the Company’s business. All forward-looking statements included in this presentation are made only as of the date of this presentation, 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 presentation are cautioned not to place undue reliance on such forward-looking statements. 2 Forward Looking Statements

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Riot Platforms is the Leading Vertically Integrated Bitcoin Mining Company Significant scale of operations Total revenue1 : $281 million Low-cost producer 1 2 FY 2023 Direct cost to produce 1 BTC2 : $7,539/BTC FY 2023 Bitcoin Mining gross margin2 : 74% Cash balance4 : $290 million Strong financial and liquidity position 3 Bitcoin held4 : 7,362 BTC (~$311 million) Long-term debt outstanding5 : Zero 3 4. BTC balance as of December 31, 2023. Estimated fair value of ‘Bitcoin held’ based on applying the market price of one Bitcoin on December 31, 2023, of $42,265 to the Company’s 7,362 Bitcoin held. 5. As of December 31, 2023. Excluding net long-term balance of $0.5 million on Equipment Term Loan at ESS Metron recognized within Other long-term liabilities on the Consolidated Balance Sheet. 1. Twelve months ended as of December 31, 2023. 2. Twelve months ended as of December 31, 2023. Non-GAAP, net of $46.6 million of power curtailment credits allocated to Bitcoin Mining. Direct cost to produce 1 BTC of $14,578 based on GAAP cost of Bitcoin Mining revenues, resulting in GAAP 49% Bitcoin Mining gross margin. 3. As of December 31, 2023. 6,626 Bitcoin mined1 / ~18.2 Bitcoin mined/day FY 2023 Cost of power2 : 2.2 c/kWh Cash balance3 : $597 million 12.4 EH/s Hash Rate Deployed: YE 2023: YE 2024E: 31.5 EH/s

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FY 2023 Financial Update 4 FY 2023 Financial Update Rockdale Facility, Building G (Immersion-Cooled) – Rockdale, Texas

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5 Ending hash rate deployed 12.4 EH/s ▪ 28% increase year-over-year Bitcoin produced 6,626 BTC ▪ 19% increase year-over-year Bitcoin sold 6,185 BTC ▪ $176.2 million in proceeds received (avg. price of $28,491 per BTC) Bitcoin held 7,362 BTC ▪ $311.2 million1 Revenue $280.7 million ▪ 8% increase year-over-year Adj. EBITDA2,3 $214.0 million ▪ 76% Adj. EBITDA margin Power curtailment credits $71.2 million ▪ 260% increase year-over-year Net loss / Net loss per share $(49.5) million / $(0.28) ▪ Includes $252.4 million in D&A 1. Estimated fair value of ‘Bitcoin held’ based on applying the market price of one Bitcoin on December 31, 2023, of $42,265 to the Company’s 7,362 Bitcoin held. 2. Adjusted EBITDA is a non-GAAP financial measure, see slides 29 and 30 for definitions of Non-GAAP Measures and Reconciliations. 3. Includes a $184.7 million gain on Bitcoin held on the balance sheet. In December 2023, the FASB issued ASU 2023-08, under which Riot recognizes its Bitcoin held at fair value, with changes in the fair value recognized in income. Riot elected to early adopt this guidance in 2023. Riot Platforms FY 2023 Snapshot

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5,554 6,626 968 2,497 FY 2022 FY 2023 Riot Platforms – Continued Year-over-Year Growth in Production and Capacity 6 Ending miners deployed(# of miners) Ending hash rate deployed (EH/s) Bitcoin produced (# of BTC) 3 Bitcoin held (# of BTC) 9.7 12.4 FY 2022 FY 2023 +28% 6,974 7,362 FY 2022 FY 2023 88,556 112,944 FY 2022 FY 2023 +28% +6% 1. Year ended December 31, 2022. 2. Year ended December 31, 2023. 3. FY 2022 figure calculated as $27.3MM in total power credits divided by average revenue recognized per Bitcoin mined during applicable period of $28.2K. FY 2023 figure calculated as $71.2MM in total power credits divided by average revenue recognized per Bitcoin mined during applicable period of $28.5K. 1 2 1 2 1 2 1 2 ▪ New all-time records in 112,944 miners deployed and 12.4 EH/s hash rate capacity achieved as of the end of Q4 2023 ▪ Miners and hash rate deployed grew nearly 28% year-over-year ▪ 6,626 Bitcoin produced in FY 2023, +19% year-over-year due to increase in hash rate deployed, offset by large growth in the overall network hash rate ▪ Bitcoin held increased to 7,362 Bitcoin, +6% year-over-year +40% 6,522 9,123 BTC Mined BTC Equivalent in Power Credits3

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Adj. EBITDA Margin 112% 32% (6)% 141% 76% $81.7 $24.3 $(3.1) $111.1 $214.0 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY 2023 $73.2 $76.7 $51.9 $78.8 $280.7 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY 2023 Riot Platforms – Company Wide Revenue Growth 7 1. Indicates Non-GAAP measure. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 37, under Item 7, “Management’s Discussion & Analysis” in our Form 10-K for the fiscal year ended December 31, 2023. 2. In December 2023, the FASB issued ASU 2023-08, under which Riot recognizes its Bitcoin held at fair value, with changes in the fair value recognized in income. Riot elected to early adopt this guidance in 2023. Adjusted EBITDA1,2 Revenue / Growth per Quarter (%) +5% -32% +52% ▪ Record revenues in Q4 2023 driven by increased Bitcoin production and a higher average price per Bitcoin ▪ Adjusted EBITDA positively impacted by early adoption of fair value accounting of Bitcoin held on balance sheet2 1

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Bitcoin Mining – Expanding Gross Margins 8 10.5 EH/s 10.7 EH/s 10.9 EH/s 12.4 EH/s Q1 2023 Q2 2023 Q3 2023 Q4 2023 $48.0 $49.7 $31.2 $60.0 58% 70% 122% 63% 0% 20% 40% 60% 80% 100% 120% 140% Q1 2023 Q2 2023 Q3 2023 Q4 2023 Revenue ($ million) Non-GAAP gross margin (%) ▪ 63% Non-GAAP Gross Margin for Q4 2023 ▪ $4.3MM in power credits allocated to the bitcoin mining business in Q4 2023 ▪ Finished repairs to building G, increasing deployed hash rate to 12.4 EH/s ▪ Cost to mine of $13,674 per Bitcoin for Q4 2023 increased over Q3 due to higher network difficulty and fewer power curtailment opportunities 1. Non-GAAP, net of power curtailment credits allocated to Bitcoin Mining. GAAP gross margin figures of 26% in Q4’22, 54% in Q1’23, 52% in Q2’23, 22% in Q3’23, and 56% in Q4’23. 2. Excludes 17,040, 17,040, and 14,250 miners, respectively, that were offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 3. Three months ended December 31, 2023. Q1 2023 Q2 2023 Q3 2023 Q4 2023 Avg. BTC price $22,704 $28,024 $28,230 $36,815 # of BTC produced 2,115 1,775 1,106 1,630 Cost to Mine1 $9,438 $8,389 ($6,141) $13,674 Riot Revenue Breakdown – Q4 20233 Revenue / Non-GAAP Gross Margin1 (%) Ending Hash Rate Capacity 76% 17% 7% 1 2 2 2 +2% Bitcoin Mining Data Center Hosting Engineering +2% +14%

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$(15.5) $(9.8) $(2.7) $(17.0) (171%) (127%) (52%) (310%) Q1 2023 Q2 2023 Q3 2023 Q4 2023 Non-GAAP gross profit ($ million) Non-GAAP gross margin (%) Data Center Hosting – Continuing to Address Legacy Contracts 9 $9.0 $7.7 $5.1 $5.5 Q1 2023 Q2 2023 Q3 2023 Q4 2023 ▪ Revenues marginally up vs. Q3 2023 ▪ $0.8MM in power credits allocated to the data center hosting business in Q4 2023 ▪ The Company terminated contract with third-party hosting client, Rhodium Riot Revenue Breakdown – Q4 20232 1. Non-GAAP, net of power curtailment credits allocated to Data Center Hosting. GAAP gross profit figures of $(8.6m) in Q4'22, $(16.6m) in Q1’23, $(14.5m) in Q2’23, $(21.0m) in Q3’23, and $(17.7m) in Q4’23. GAAP gross margin figures of (95%) in Q4’22, (184%) in Q1’23, (189%) in Q2’23, (412%) in Q3’23, and (324%) in Q4’23. 2. Three months ended December 31, 2023. Non-GAAP Gross Profit1 / Non-GAAP Gross Margin1 (%) Revenue / Change per Quarter (%) 1 1 -34% Bitcoin Mining Data Center Hosting Engineering -15% 76% 17% 7% +8%

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Engineering – Continue to Work Through Record Backlog 10 $0.6 $1.1 $2.3 $(0.4) 4% 6% 15% -3% Q1 2023 Q2 2023 Q3 2023 Q4 2023 Gross profit ($ million) Gross margin (%) $16.1 $19.3 $15.5 $13.3 Q1 2023 Q2 2023 Q3 2023 Q4 2023 20% ▪ Q4 2023 decline in revenues driven by supply chain issues that delayed fulfillment of large orders ▪ Continue to work through record backlog of ~$150MM in orders ▪ Record backlog driven by increase in data center demand ▪ Positioned to drive higher margins in 2024 due to increased demand for products coupled with a slowing of cost inflation Riot Revenue Breakdown – Q4 20231 1. Three months ended December 31, 2023. Revenue / Growth per Quarter (%) Gross Profit / Gross Margin (%) Bitcoin Mining Data Center Hosting Engineering -20% 76% 17% 7% -14%

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11 Growth Plans – The Path to 100 EH/s 1 GW Corsicana Facility Development – Corsicana, Texas

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3.1 EH/s 9.7 EH/s 12.4 EH/s 12.4 EH/s 21.4 EH/s 27.1 EH/s 31.5 EH/s 36.1 EH/s 40.8 EH/s 2021A 2022A 2023A Q1 2024E Q2 2024E Q3 2024E Q4 2024E H1 2025E H2 2025E 100+ EH/s Assuming full exercise of additional MicroBT purchase options Rockdale Rockdale Expansion Historical Corsicana and Additional Growth 12 MicroBT Miner Order Provides Clear Path to 100 EH/s in Self-Mining Capacity

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$- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $- $20 $40 $60 $80 $100 $120 $140 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Under 20 J/Th 20 to 25 J/Th 25 to 28 J/Th BTC Price 13 Source: Hashrate Index by Luxor as of December 31, 2023. ▪ Riot began testing MicroBT miners in Q4 of 2022 ▪ Consistently demonstrates high uptime ▪ Purpose built for immersion-cooling use ▪ Made in the USA ▪ Initial order of 33,280 miners for the first two buildings in the Corsicana facility ▪ 33,280 @ $21/TH ▪ Second order of 66,560 miners for next four buildings in the Corsicana facility ▪ 66,560 @ $16 /TH ▪ Third order of 34,000 miners for replacement miners and expansion of the Rockdale facility ▪ 34,000 @ $16.50/TH ▪ Purchase option for 75 EH/s of latest generation machines with a price ceiling of $16.50 /TH $/TH Historical ASIC & BTC Price History1 MicroBT Miner Order Secures Future ASIC Miner Purchase Supply and Pricing MicroBT Long-Term Order Option @ $16.50 /TH Provides Riot with a clear path to achieve 100 EH/s in self-mining capacity Dec-23

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14 Recent MicroBT Order Significantly Upgrades Riot’s Mining Fleet ▪ Riot’s purchases of 131,340 MicroBT miners have an average fleet efficiency of 19.7 J/TH ▪ Riot’s total fleet efficiency will be 21.8 J/TH in 2025 after deployment of combined orders, 19.7 J/TH if entire option exercised Model Quantity Hash Rate Efficiency J/TH M60S (Air-Cooled) 31,500 186 TH/s 18.5 M56S+ (Immersion-Cooled) 8,320 220 TH/s 24.0 M56S++ (Immersion-Cooled) 22,684 230 TH/s 22.0 M66 (Immersion-Cooled) 20,778 250 TH/s 19.9 M66S (Immersion-Cooled) 48,058 280 TH/s 18.5 Total / Weighted Average 131,340 32 EH/s 19.7 M66S (Long Term Option) 265,000 74 EH/s 18.5 Fleet Efficiency Improvements Hash Rate Contribution Mix MicroBT Combined Order Summary 27.7 J/TH 21.8 J/TH 19.7 J/TH Current Fleet Efficiency 2025E Fleet Efficiency Fleet Efficiency Post Long-Term Order -21.3% -9.6% YE 2025: Post Long-Term Option: 83% 17% Below 25 J/TH Above 25 J/TH 67% 33% Below 25 J/TH Above 25 J/TH

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Q4 2023 Estimated Bitcoin Production Cost to Mine Rockdale expansion miner purchases Corsicana Facility 400 MW build-out (remaining) Corsicana Facility additional 200 MW build-out Corsicana miner purchases 15 1. As of December 31, 2023. 2. As of December 31, 2023. Based on market price of BTC of approximately $42,265 as of December 31, 2023. 3. Assumes global network hash rate of 550 EH/s in 2024 (January to December), and 613 EH/s in 2025 (January to December), includes BTC production from bitcoin mining operations from the Rockdale Facility and estimated Company future deployed self-mining hash rate at the Corsicana Facility. 4. Includes forecasted cost of revenue for Riot’s Bitcoin Mining segment net of allocated power curtailment credits. 5. Assumes outstanding infrastructure capital expenditure as of December 31, 2023, only. 6. Includes miner costs to fill out all the Phase 1 400MW Corsicana build-out. Includes remaining $223 million on second order of 66,560 additional miners scheduled to be delivered through April 2025. $597 million cash balance1 5 6 7,362 BTC2 2,3 $110 million $249 million Fully-Funded Growth Plans Through Year-End 2025 $160 million 4 $97 million

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16 Power Strategy in FY 2023 Air-Cooled Rack in Building D of Rockdale Facility

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17 ▪ Riot powers down operations and returns power back to the utility when market prices are higher than Bitcoin mining revenues ▪ Riot receives power credits for difference between market power price and Riot’s fixed power price ▪ Economic maximization between Bitcoin mining and electricity markets ▪ Riot competitively bids to sell ERCOT the option to control Riot’s electrical load in certain hours ▪ ERCOT compensates in the form of Demand Response Credits, which are received whether or not ERCOT calls to power down ▪ Riot voluntarily powers down operations during times of peak demand in summer months ▪ Participation gives substantial savings on transmission costs in future power bills, reducing overall power costs ▪ Saves Riot ~$1MM per month on transmission costs Manual Curtailment ERCOT Ancillary Services ERCOT 4 Coincident Peak ("4CP") Program Long-Term Power Contracts Form the Basis of Riot’s Power Strategy Q1 2023 $1.2 Million Q2 2023 $8.4 Million Q3 2023 $38.5 Million Q4 2023 $1.2 Million FY 2023 Total $49.3 Million Power Credits Received Riot’s 345MW Long-Term 24/7 Fixed-Price Power Contract is Utilized in 3 Ways… …Resulting in a FY 2023 Cost of Power of 2.2 c/kWh 1 1. 12-months ended December 31, 2023. Non-GAAP, net of $46.6 million of power curtailment credits allocated to Bitcoin Mining. Q1 2023 $1.9 Million Q2 2023 $5.1 Million Q3 2023 $11.1 Million Q4 2023 $3.8 Million FY 2023 Total $21.9 Million Demand Response Credits Received

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-$10/MWh $10/MWh $30/MWh $50/MWh $70/MWh $90/MWh $110/MWh $130/MWh $150/MWh $170/MWh $190/MWh $210/MWh January-23 April-23 July-23 October-23 LZ South Average Settlement Price $/MWh Mining Revenue December-23 18 Riot's Power Strategy in FY 2023 – Sell Power When Prices exceed Bitcoin Price 1. ERCOT South Hub (7x24) daily average historical settlement price from January 1, 2023, to December 31, 2023. 2. Riot’s $/MWh bitcoin mining revenue, based on BTC mined per day, BTC closing price, and bitcoin mining power draw per day. 3. 12-months ended December 31, 2023. Non-GAAP, net of $46.6 million of power curtailment credits allocated to Bitcoin Mining. Average settlement price >$500/MWh Riot’s average cost of power 3 1 2 $22/MWh

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+154% 12.4 EH/s 31.5 EH/s Riot’s vision is to be the world’s leading Bitcoin-driven infrastructure platform 19 2024 Hash Rate Growth +30% 31.5 EH/s 40.8 EH/s 2025 Hash Rate Growth $7,539 Per Bitcoin 2023 Cost to Mine1 Fully Funded 2024 Cap Ex New Large-Scale Facility Energized in Q1 2024 1. Twelve months ended as of December 31, 2023. Non-GAAP, net of $46.6 million of power curtailment credits allocated to Bitcoin Mining. Direct cost to produce 1 BTC of $14,578 based on GAAP cost of Bitcoin Mining revenues, resulting in GAAP 49% Bitcoin Mining gross margin.

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Appendix 20

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21 Management Team and Board of Directors ✓ Unique, Bitcoin-focused strategic vision ✓ Veteran public company expertise Jason Les Chief Executive Officer; Director Benjamin Yi Executive Chairman of the Board William Jackman Executive Vice President, General Counsel Colin Yee Executive Vice President, Chief Financial Officer Hannah Cho Independent Director Lance D’Ambrosio Independent Director Hubert Marleau Lead Independent Director Jason Chung Executive Vice President, Head of Corporate Development & Strategy ✓ Supported by industry-leading infrastructure expansion capabilities ✓ Highly experienced independent directors

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22 Statement of Operations

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23 Balance Sheet

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24 Non-GAAP Adjusted EBITDA (Unaudited) * Indicates Non-GAAP measure. We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA includes impairment of Bitcoin charges. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 37, under Item 7, “Management’s Discussion & Analysis” in our December 31, 2023, Form 10-K.

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25 Non-GAAP Cost of Revenues (Unaudited) * Indicates Non-GAAP measure. We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA includes impairment of Bitcoin charges. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 37, under Item 7, “Management’s Discussion & Analysis” in our December 31, 2023, Form 10-K.

v3.24.0.1
Document and Entity Information
Feb. 24, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 24, 2024
Entity Registrant Name Riot Platforms, Inc.
Entity Incorporation, State or Country Code NV
Entity File Number 001-33675
Entity Tax Identification Number 84-1553387
Entity Address, Address Line One 3855 Ambrosia Street
Entity Address, Adress Line Two Suite 301
Entity Address, City or Town Castle Rock
Entity Address State Or Province CO
Entity Address, Postal Zip Code 80109
City Area Code (303)
Local Phone Number 794-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol RIOT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001167419
Amendment Flag false

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