RIOTRiot Platforms

Crypto · Financial Services · Nasdaq

We are a vertically integrated digital infrastructure company principally engaged in developing and optimizing our large-scale power assets. 10-K, Item 1

Headquarters: Castle Rock, CO
CEO: Jason Les
Next results: around Mar 1, 2027

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Deals between RIOT and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-30 reports that the one filed 2025-04-17 did not, quoted as filed.

New this year

3 new

Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-17.

Certain Relationships and Related Party Transactions

“Gregory Les (“Gregory”), the brother of our CEO, Jason Les, is employed as Co-Head of Corporate Development and reports to the Chief Financial Officer. Gregory joined the Company on January 6, 2023. During the year ended December 31, 2025, Gregory received total cash compensation of approximately $339,557 comprised of a base salary in the amount of $236,900 in connection with such employment and $102,657 under the Company’s AIP. Gregory is eligible to participate in the AIP and his target award is a cash payment of 50% of his base salary. Gregory is also eligible to participate in the LTIP, to earn additional compensation upon Riot’s achievement of performance objectives in the case of performance restricted stock awards (“PRSAs”) and through time-based vesting in the case of restricted stock awards (“RSAs”). Under the Company’s LTIP, Gregory was granted up to 22,183 PRSAs which are eligible to vest, if at all, upon the Compensation Committee certification at the end of the performance period ending December 31, 2027, and 11,091 RSAs which are eligible to vest, if at all, as to one third, annually, through January 1, 2028. Any unearned shares will be forfeited. Gregory is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
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Certain Relationships and Related Party Transactions

“Soomin David Yi (“David”), the brother of our Executive Chairman, Benjamin Yi, is employed as Co-Head of Corporate Development and reports to the Chief Financial Officer. David joined the Company on May 1, 2024. During the year ended December 31, 2025, David received total cash compensation of $329,667 comprised of a base salary in the amount of $230,000 and $99,667 under the AIP. David is eligible to participate in the Company’s AIP and his Target Award is cash payment of 50% of his base salary. David is also eligible to participate in the Company’s LTIP, to earn additional compensation upon Riot’s achievement of performance objectives in the case of performance restricted stock unit awards (“PSUs”) and through time-based vesting in the case of restricted stock unit awards (“RSUs”). Under the Company’s LTIP, David was granted up to 22,183 PSUs which are eligible to vest, if at all, upon Compensation Committee certification at the end of the performance period ending December 31, 2027, and 11,091 RSUs which are eligible to vest, if at all, as to one third, annually, through January 1, 2028. Upon vesting and settlement by the Company, the RSUs are convertible into shares of our common stock, on a one-for-one basis. Any unearned shares will be forfeited. Additionally, David is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
Read it in the proxy ↗

Certain Relationships and Related Party Transactions

“Michael Gibbs (“Michael”), the brother of our former Chief Data Center Officer, Jonathan Gibbs, is employed as Senior Vice President, Marketing and reports to the Chief Operating Officer. Michael joined the Company on July 21, 2025. During the year ended December 31, 2025, Michael received total cash compensation of $208,718 comprised of a base salary in the amount of $135,385 ($310,000 annually) and $73,333 under the AIP. Michael is eligible to participate in the Company’s AIP and as of 2026 his Target Award is cash payment of 70% of his base salary. In 2025, he was granted an initial equity award in the amount of 9,118 RSAs which are eligible to vest, if at all, in four approximately equal quarterly tranches. Michael is also eligible to participate in the Company’s LTIP, with awards granted at the discretion of the Compensation Committee. Under the Company’s LTIP, Michael was granted up to 18,132 PRSAs which are eligible to vest, if at all, upon Compensation Committee certification at the end of the performance period ending December 31, 2027, and 9,066 RSAs which are eligible to vest, if at all, as to one-third, annually, through January 1, 2028. Any unearned shares will be forfeited. Michael received a cash relocation bonus in the amount of $50,000. Additionally, Michael is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
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New wording of the review policy 1 paragraph without an amount or a name

Certain Relationships and Related Party Transactions

“All of the Related Parties’ compensation packages were benchmarked against market data provided by the Company’s People Operations team for similar roles at relevant companies. Jonathan Gibbs, Jason Les, and Benjamin Yi recused themselves from any and all discussions and approvals regarding employment and compensation for the above identified Related Parties.”
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The whole section 15 paragraphs, proxy filed 2026-04-30

Certain Relationships and Related Party Transactions

“Effective March 29, 2023, the Board adopted a written Related Party Transaction Policy, as amended April 29, 2024, (the “RPT Policy”) for the purpose of describing the procedures used to identify, review, approve and disclose, if necessary, any transaction in which the Company was or is to be a participant in which the amount involved exceeds $120,000 (the “Threshold”), and in which any of the Company’s executive officers, directors or stockholders (or groups of stockholders) owning more than 5% of the Company’s outstanding common stock, or any immediate family members of such persons (collectively a “Related Party”), has a direct or indirect material interest.”
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Certain Relationships and Related Party Transactions

“Once a Related Party transaction in which the aggregate amount involved will or may be expected to exceed the Threshold in any calendar year has been identified by the Company’s Chief Legal Officer and Corporate Secretary, the Audit Committee must review the transaction for approval or ratification. In determining whether to approve or ratify a Related Party transaction, the Audit Committee shall consider all relevant facts and circumstances including:”
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Certain Relationships and Related Party Transactions

“(i) whether the Related Party transaction was undertaken in the ordinary course of business of the Company;”
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Certain Relationships and Related Party Transactions

“(ii) whether the Related Party transaction was initiated by the Company, a subsidiary or the Related Party;”
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Certain Relationships and Related Party Transactions

“(iii) whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;”
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Certain Relationships and Related Party Transactions

“(iv) the purpose and the potential benefits to the Company of, the Related Party transaction;”
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Certain Relationships and Related Party Transactions

“(v) the approximate dollar value of the amount involved in the Related Party transaction, particularly as it relates to the Related Party;”
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Certain Relationships and Related Party Transactions

“(vi) the Related Party’s interest in the Related Party transaction; and (vii) any other information regarding the Related Party transaction or the Related Party that the Board or its advisors believe could be material to investors’ investment decisions regarding the Company’s securities, in light of the circumstances of the particular transaction.”
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Certain Relationships and Related Party Transactions

“To be permitted, a Related Party transaction must be approved or ratified by the Audit Committee in accordance with the RPT Policy. To approve or ratify a Related Party transaction, the Audit Committee must determine, in good faith, that, under all circumstances, the reported transaction is in the best interests of the Company and its stockholders, notwithstanding the Related Party nature of the transaction.”
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Certain Relationships and Related Party Transactions

“No director may participate in any discussion, approval, or ratification of a transaction in which she or he is a related person.”
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Certain Relationships and Related Party Transactions

“Under the RPT Policy, if we should discover Related Party transactions that have not been approved, the Audit Committee will be notified and will determine the appropriate action, including ratification, rescission, or amendment of the transaction.”
Read it in the proxy ↗

Certain Relationships and Related Party Transactions

“Gregory Les (“Gregory”), the brother of our CEO, Jason Les, is employed as Co-Head of Corporate Development and reports to the Chief Financial Officer. Gregory joined the Company on January 6, 2023. During the year ended December 31, 2025, Gregory received total cash compensation of approximately $339,557 comprised of a base salary in the amount of $236,900 in connection with such employment and $102,657 under the Company’s AIP. Gregory is eligible to participate in the AIP and his target award is a cash payment of 50% of his base salary. Gregory is also eligible to participate in the LTIP, to earn additional compensation upon Riot’s achievement of performance objectives in the case of performance restricted stock awards (“PRSAs”) and through time-based vesting in the case of restricted stock awards (“RSAs”). Under the Company’s LTIP, Gregory was granted up to 22,183 PRSAs which are eligible to vest, if at all, upon the Compensation Committee certification at the end of the performance period ending December 31, 2027, and 11,091 RSAs which are eligible to vest, if at all, as to one third, annually, through January 1, 2028. Any unearned shares will be forfeited. Gregory is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
Read it in the proxy ↗

Certain Relationships and Related Party Transactions

“Soomin David Yi (“David”), the brother of our Executive Chairman, Benjamin Yi, is employed as Co-Head of Corporate Development and reports to the Chief Financial Officer. David joined the Company on May 1, 2024. During the year ended December 31, 2025, David received total cash compensation of $329,667 comprised of a base salary in the amount of $230,000 and $99,667 under the AIP. David is eligible to participate in the Company’s AIP and his Target Award is cash payment of 50% of his base salary. David is also eligible to participate in the Company’s LTIP, to earn additional compensation upon Riot’s achievement of performance objectives in the case of performance restricted stock unit awards (“PSUs”) and through time-based vesting in the case of restricted stock unit awards (“RSUs”). Under the Company’s LTIP, David was granted up to 22,183 PSUs which are eligible to vest, if at all, upon Compensation Committee certification at the end of the performance period ending December 31, 2027, and 11,091 RSUs which are eligible to vest, if at all, as to one third, annually, through January 1, 2028. Upon vesting and settlement by the Company, the RSUs are convertible into shares of our common stock, on a one-for-one basis. Any unearned shares will be forfeited. Additionally, David is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
Read it in the proxy ↗

Certain Relationships and Related Party Transactions

“Michael Gibbs (“Michael”), the brother of our former Chief Data Center Officer, Jonathan Gibbs, is employed as Senior Vice President, Marketing and reports to the Chief Operating Officer. Michael joined the Company on July 21, 2025. During the year ended December 31, 2025, Michael received total cash compensation of $208,718 comprised of a base salary in the amount of $135,385 ($310,000 annually) and $73,333 under the AIP. Michael is eligible to participate in the Company’s AIP and as of 2026 his Target Award is cash payment of 70% of his base salary. In 2025, he was granted an initial equity award in the amount of 9,118 RSAs which are eligible to vest, if at all, in four approximately equal quarterly tranches. Michael is also eligible to participate in the Company’s LTIP, with awards granted at the discretion of the Compensation Committee. Under the Company’s LTIP, Michael was granted up to 18,132 PRSAs which are eligible to vest, if at all, upon Compensation Committee certification at the end of the performance period ending December 31, 2027, and 9,066 RSAs which are eligible to vest, if at all, as to one-third, annually, through January 1, 2028. Any unearned shares will be forfeited. Michael received a cash relocation bonus in the amount of $50,000. Additionally, Michael is eligible to participate in our general employee benefits plan on the same terms as other employees. The Audit Committee has approved the terms of his employment with the Company.”
Read it in the proxy ↗

Certain Relationships and Related Party Transactions

“All of the Related Parties’ compensation packages were benchmarked against market data provided by the Company’s People Operations team for similar roles at relevant companies. Jonathan Gibbs, Jason Les, and Benjamin Yi recused themselves from any and all discussions and approvals regarding employment and compensation for the above identified Related Parties.”
Read it in the proxy ↗

Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗

Work on RIOT in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/RIOT/export.csv") into a cell.