Ryan D. Werner - Feb 22, 2024 Form 4 Insider Report for Riot Platforms, Inc. (RIOT)

Role: SVP, CAO
Signature: /s/ Alexander K. Travis, Attorney-in-Fact for Ryan D. Werner
Stock symbol: RIOT
Transactions as of: Feb 22, 2024
Transactions value $: -$77,266
Form type: 4
Date filed: 2/26/2024, 07:17 PM
Previous filing: Jan 5, 2024
Next filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RIOT	Common Stock	Tax liability	-$77.3K	-4.91K	-0.77%	$15.73	634K	Feb 22, 2024	Direct	F1
transaction	RIOT	Common Stock	Disposed to Issuer	$0	-136K	-21.46%	$0.00	498K	Feb 22, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares surrendered to the Issuer, in accordance with Rule 16b-3 under the Exchange Act, to cover tax liabilities incident to the vesting of 12,000 performance-based restricted shares of the Issuer's Common Stock, previously issued to the Reporting Person as restricted stock awards, which were eligible to vest, if at all, based on the Issuer's achievement of performance objectives established under the Issuer's 2019 Equity Plan as of August 12, 2021 (the "Performance Program"), as previously reported on Form 4 by the Reporting Person. Pursuant to the equity award agreements between the Issuer and the Reporting Person covering such awards, vested shares may be surrendered to the Issuer by the Reporting Person to cover applicable taxes incurred in connection with the vesting of such shares, as authorized and approved by the Issuer's Compensation and Human Resources Committee, which administers the Plan.
F2	Represents the return to the Issuer of the performance-based restricted shares of Common Stock originally awarded to the Reporting Person pursuant to the Performance Program which remained unvested as of the end of such Performance Program, as of February 22, 2024. Pursuant to the award agreement covering such award, any shares of restricted Common Stock remaining unvested as of the end of such Performance Program were automatically forfeited and returned to the Issuer, without consideration therefor.

Content

Shares surrendered to the Issuer, in accordance with Rule 16b-3 under the Exchange Act, to cover tax liabilities incident to the vesting of 12,000 performance-based restricted shares of the Issuer's Common Stock, previously issued to the Reporting Person as restricted stock awards, which were eligible to vest, if at all, based on the Issuer's achievement of performance objectives established under the Issuer's 2019 Equity Plan as of August 12, 2021 (the "Performance Program"), as previously reported on Form 4 by the Reporting Person. Pursuant to the equity award agreements between the Issuer and the Reporting Person covering such awards, vested shares may be surrendered to the Issuer by the Reporting Person to cover applicable taxes incurred in connection with the vesting of such shares, as authorized and approved by the Issuer's Compensation and Human Resources Committee, which administers the Plan.

Represents the return to the Issuer of the performance-based restricted shares of Common Stock originally awarded to the Reporting Person pursuant to the Performance Program which remained unvested as of the end of such Performance Program, as of February 22, 2024. Pursuant to the award agreement covering such award, any shares of restricted Common Stock remaining unvested as of the end of such Performance Program were automatically forfeited and returned to the Issuer, without consideration therefor.