Sec Form 4 Filing - Les Jason @ Riot Platforms, Inc. - 2023-07-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Les Jason 2. Issuer Name and Ticker or Trading Symbol Riot Platforms, Inc. [ RIOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O RIOT PLATFORMS, INC., 3855 AMBROSIA STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2023 (Street) CASTLE ROCK, CO80109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/13/2023 A( 1 ) 184,820 ( 2 ) A $ 0 2,023,749 D Common Stock 07/13/2023 A( 1 ) 369,640 ( 3 ) A $ 0 2,393,389 D Common Stock 1,070,200 I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Les Jason C/O RIOT PLATFORMS, INC. 3855 AMBROSIA STREET, SUITE 301 CASTLE ROCK, CO80109 X CHIEF EXECUTIVE OFFICER Signatures /s/ Alexander K. Travis, Attorney-in-Fact for Jason Les 07/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of unvested restricted shares of the Issuer's Common Stock, no par value per share, (the "Restricted Shares") granted to the Reporting Person, as compensation for services to the Issuer, according to the Long-Term Incentive Program established, as of July 13, 2023, (the "LTIP") by the Issuer's Compensation and Human Resources Committee of its Board of Directors (the "Committee") under the Issuer's 2019 Equity Incentive Plan, as amended, (the "Equity Plan") for the period ending July 31, 2026 (the "Award Term"). According to the award agreement between the Issuer and Reporting Person governing such award (the "Award Agreement"), the final number of Restricted Shares to vest shall be determined as of the end of the Award Term, based on (i) the Reporting Person's continued employment with the Issuer through vesting, and (ii) the Issuer's achievement of certain performance objectives established for it by the Committee under the LTIP. ( 2 )Represents the award of service-based restricted shares of the Issuer's Common Stock ("RSAs") granted to the Reporting Person, as authorized by the Committee under the LTIP, as compensation for serving as the Issuer's Chief Executive Officer, pursuant to an LTIP award agreement with the Issuer. These shares are eligible to vest, if at all, in three approximately equal annual tranches as of July 1, 2024, July 1, 2025 and July 1, 2026, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates. Any unvested portion of the RSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore. ( 3 )Represents the maximum achievable award of performance-based restricted shares of the Issuer's Common Stock ("PRSAs") of up to a maximum of 200% of the target amount, which is 184,820, during the three-year performance period from January 1, 2023 through December 31, 2025 (the "Performance Period"), granted to the Reporting Person, as authorized by the Committee under the LTIP, pursuant to an LTIP award agreement with the Issuer. These PRSAs are eligible to vest, if at all, based upon certification by the Committee of the Company's achievement, as of the end of the Performance Period, of performance objectives, and subject to the Reporting Persons continued service with the Issuer through July 31, 2026. Any unvested portion of the PRSAs shall be automatically forfeited and returned to the Issuer, without consideration therefore. ( 4 )Shares held of record in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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