
					Average
					Summary	Average	Value of Initial Fixed			Company
	Summary	Summary			Compensation	Compensation	$100 Investment			Selected
	Compensation	Compensation	Compensation	Compensation	Table Total	Actually Paid	Based On:		Net	Measure
	Table Total	Table Total for	Actually	Actually Paid to	Paid	to		Peer	Income (loss)	Adjusted
	for	Mr.	Paid to	Mr.	to non-PEO	non-PEO		Group	(in	EBITDA
	Mr. Les⁽¹⁾	McGonegal⁽²⁾	Mr. Les⁽³⁾	McGonegal⁽³⁾	NEOs⁽⁴⁾	NEOs⁽³⁾⁽⁴⁾	TSR	TSR⁽⁵⁾	thousands)	(in
Year	($)	($)	($)	($)	($)	($)	($)	($)	($)	thousands)⁽⁷⁾($)
2023	13,490,590	—	42,806,252	—	9,658,511	18,573,480	1,381.25	146.52⁽⁶⁾	(49,472)	214,021
2022	21,500,269	—	4,979,102	—	7,788,383	377,785	302.68	105.56	(509,553)	(67,193)
2021	21,876,868	18,196,470	23,262,732	10,634,670	17,197,333	12,682,777	1,993.75	134.57	(15,437)	74,909
2020	—	698,581	—	1,934,593	401,970	2,243,803	1,516.96	118.36	(14,107)	(7,769)

(1)	Mr. Les became the Chief Executive Officer of Riot and its principal executive officer on February 8, 2021, succeeding Jeffrey McGonegal. Amounts reported for 2021 include all compensation paid to Mr. Les during the year, as reported on the Summary Compensation Table (“SCT”), in their entirety.

(2)

Mr. McGonegal served as Riot’s Chief Executive Officer (principal executive officer) from February 15, 2019, and as Chief Executive Officer and Chief Financial Officer (principal financial officer) from his appointment as of August 15, 2019, until he was succeeded by Mr. Les as Chief Executive Officer. Thereafter, Mr. McGonegal continued in his role as Chief Financial Officer until his retirement and transition to his present role as Senior Advisor to the Company as of September 26, 2022. Accordingly, the amounts reported for 2021 include the total compensation paid to Mr. McGonegal for 2021, as reported on the SCT, in their entirety.

(3)	Compensation Actually Paid (“CAP”) reflects the total compensation reported in the SCT for the applicable year adjusted to include or exclude the amounts shown in the tables below for Riot’s NEOs:

PEO SCT to CAP Reconciliation – Jason Les


					Summary
		Bonus and Non-	Equity-	All Other	Compensation	Exclusion of	Inclusion of
		Equity Incentive	Based	Compensation⁽ⁱⁱⁱ⁾	Table Total	Stock Awards	Equity Values^(iv)	Compensation
Year	Salary⁽ⁱ⁾ ($)	Compensation⁽ⁱ⁾ ($)	Awards⁽ⁱⁱ⁾ ($)	($)	($)	($)	($)	Actually Paid ($)
2023	963,807	1,496,478	10,991,245	39,060	13,490,590	(10,991,245)	40,306,907	42,806,252
2022	679,757	511,225	20,297,175	12,111	21,500,269	(20,297,175)	3,776,008	4,979,102
2021	631,887	1,085,963	20,155,500	3,518	21,876,868	(20,155,500)	21,541,364	23,262,732

PEO SCT to CAP Reconciliation – Jeffrey McGonegal (former PEO)


					Summary
		Bonus and Non-	Equity-	All Other	Compensation	Exclusion of	Inclusion of
		Equity Incentive	Based	Compensation⁽ⁱⁱⁱ⁾	Table Total	Stock Awards	Equity Values^(iv)	Compensation
Year	Salary ($)	Compensation ($)	Awards⁽ⁱⁱ⁾ ($)	($)	($)	($)	($)	Actually Paid ($)
2021	354,077	601,931	17,229,300	11,162	18,196,470	(17,229,300)	9,667,500	10,634,670
2020	294,103	90,000	300,000	14,478	698,581	(300,000)	1,536,012	1,934,593

Average NEO SCT to CAP Reconciliation – (Non-PEO)⁽⁴⁾


					Summary
		Bonus and Non-	Equity-		Compensation	Exclusion of	Inclusion of
		Equity Incentive	Based	All Other	Table Total	Stock Awards	Equity Values^(iv)	Compensation
Year	Salary⁽ⁱ⁾ ($)	Compensation⁽ⁱ⁾ ($)	Awards⁽ⁱⁱ⁾ ($)	Compensation⁽ⁱⁱⁱ⁾	($)	($)	($)	Actually Paid ($)
2023	561,199	833,494	8,243,419	20,399	9,658,511	(8,243,419)	17,158,388	18,573,480
2022	394,767	330,174	7,055,718	7,724	7,788,383	(7,055,718)	(354,880)	377,785
2021	312,057	502,159	16,355,155	27,962	17,197,333	(16,355,155)	11,840,599	12,682,777
2020	175,000	78,000	144,000	4,970	401,970	(144,000)	1,985,833	2,243,803

(i)	Includes cash and Bitcoin compensation, as identified and explained in greater detail in the SCT and the accompanying notes.

(ii)	Represents the value, calculated in accordance with FASB ASC Topic 718, of equity compensation paid during the indicated year under the 2019 Equity Plan, as amended, as reported in the SCT and the accompanying notes.

(iii)

Represents All Other Compensation paid during the indicated year, as reported in the SCT.

(iv)	The amounts in Inclusion of Equity Values in the tables above are derived from the amounts set forth in the Fair Value Equity Awards tables below.

PEO Fair Value Equity Awards – Jason Les

Fair Value at the

Change in Fair

End of the Prior

Year End Fair Value

Change in Fair

Vesting-Date Fair

Value from Prior

Year of Equity

of Equity Awards

Value from Prior

Value of Equity

Year to Vesting Date

Awards that Failed

Granted During the

Year to Current

Awards Granted

of Unvested Equity

to Meet Vesting

Year That Remained

Year of Unvested

During Year that

Awards that Vested

Conditions in

Total Inclusion of

Unvested as of Year

Equity Awards

Vested During Year

During Year

the Year

Equity Values

Year

($)

2023

8,577,496

18,074,579

—

13,654,832

40,306,907

2022

10,074,294

(5,706,698)

—

(591,588)

—

3,776,008

2021

8,513,312

—

2,461,784

10,566,268

—

21,541,364

PEO Fair Value Equity Awards – Jeffrey McGonegal (former PEO)

Fair Value at the

Change in Fair

End of the Prior

Year End Fair Value

Change in Fair

Vesting-Date Fair

Value from Prior

Year of Equity

of Equity Awards

Value from Prior

Value of Equity

Year to Vesting Date

Awards that Failed

Granted During the

Year to Current

Awards Granted

of Unvested Equity

to Meet Vesting

Year That Remained

Year of Unvested

During Year that

Awards that Vested

Conditions in

Total Inclusion of

Unvested as of Year

Equity Awards

Vested During Year

During Year

the Year

Equity Values

Year

($)

2021

7,212,590

—

2,119,770

335,140

—

9,667,500

2020

891,083

—

644,929

—

1,536,012

Average NEO Fair Value Equity Awards (Non-PEO)⁽⁴⁾


					Fair Value at the
				Change in Fair	End of the Prior
	Year End Fair Value	Change in Fair	Vesting-Date Fair	Value from Prior	Year of Equity
	of Equity Awards	Value from Prior	Value of Equity	Year to Vesting Date	Awards that Failed
	Granted During the	Year to Current	Awards Granted	of Unvested Equity	to Meet Vesting
	Year That Remained	Year of Unvested	During Year that	Awards that Vested	Conditions in	Total Inclusion of
	Unvested as of Year	Equity Awards	Vested During Year	During Year	the Year	Equity Values
Year	($)	($)	($)	($)	($)	($)
2023	6,433,111	5,900,613	—	4,824,664	—	17,158,388
2022	3,348,135	(3,358,597)	27,606	(372,024)	—	(354,880)
2021	6,756,031	—	1,845,779	3,238,789	—	11,840,599
2020	1,989,070	—	—	(3,237)	—	1,985,833

(4)

The non-PEO NEOs reflected represent the following individuals for each fiscal year shown: 2023 – Mr. Yi, Mr. Yee, Mr. Jackman, and Mr. Chung; 2022 – Mr. Yi, Mr. McGonegal, Mr. Yee, Mr. Jackman, and Chad Everett Harris; 2021 – Mr. Yi, Mr. McGonegal, Mr. Jackman, and Megan Brooks; and 2020 – Ms. Brooks.

(5)

For 2022, 2021 and 2020, reflects cumulative TSR of the Russell 2000 Index, as of December 31, 2022, weighted according to capitalization at the beginning of each period for which a return is indicated. As disclosed elsewhere in this Proxy Statement, prior to January 1, 2023, due to the nascence of our industry, we did not compare our performance against a self-constructed peer group or use a Published Industry Index. We established a peer group as

of 2023. Due to the establishment of our Peer Group, for the year 2023, the cumulative TSR reflected represents the investment of $100 as of December 31, 2019, in those members of our Peer Group, including reinvestment of any dividends, with available publicly traded market data as of, and subsequent to, December 31, 2018, as disclose in our Annual Report on Form 10-K for the year ended December 31, 2023.

(6)

Cumulative TSR for 2023 reflected represents the investment of $100 as of December 31, 2019, in those members of our Peer Group, including reinvestment of any dividends. The Russell 2000’s (our peer group for 2022, 2021, and 2020) cumulative TSR for 2023 representing the investment of $100 as of December 31, 2019, is $121.49.

(7) Adjusted EBITDA is a Non-GAAP financial measure used by the Board to assess performance. It is defined as our EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), adjusted to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. It is presented as a supplement to, and not as a substitute for, or as superior to, the comparable measure under GAAP, Net Income. Adjusted EBITDA has limitations as an analytical tool, and investors should not place undue weight on it when assessing the Company’s performance. See Appendix B for reconciliations of GAAP to adjusted EBITDA.

Named Executive Officers, Footnote

(1)	Mr. Les became the Chief Executive Officer of Riot and its principal executive officer on February 8, 2021, succeeding Jeffrey McGonegal. Amounts reported for 2021 include all compensation paid to Mr. Les during the year, as reported on the Summary Compensation Table (“SCT”), in their entirety.

(2)

Mr. McGonegal served as Riot’s Chief Executive Officer (principal executive officer) from February 15, 2019, and as Chief Executive Officer and Chief Financial Officer (principal financial officer) from his appointment as of August 15, 2019, until he was succeeded by Mr. Les as Chief Executive Officer. Thereafter, Mr. McGonegal continued in his role as Chief Financial Officer until his retirement and transition to his present role as Senior Advisor to the Company as of September 26, 2022. Accordingly, the amounts reported for 2021 include the total compensation paid to Mr. McGonegal for 2021, as reported on the SCT, in their entirety.

(4)

The non-PEO NEOs reflected represent the following individuals for each fiscal year shown: 2023 – Mr. Yi, Mr. Yee, Mr. Jackman, and Mr. Chung; 2022 – Mr. Yi, Mr. McGonegal, Mr. Yee, Mr. Jackman, and Chad Everett Harris; 2021 – Mr. Yi, Mr. McGonegal, Mr. Jackman, and Megan Brooks; and 2020 – Ms. Brooks.

Adjustment To PEO Compensation, Footnote

PEO SCT to CAP Reconciliation – Jason Les


					Summary
		Bonus and Non-	Equity-	All Other	Compensation	Exclusion of	Inclusion of
		Equity Incentive	Based	Compensation⁽ⁱⁱⁱ⁾	Table Total	Stock Awards	Equity Values^(iv)	Compensation
Year	Salary⁽ⁱ⁾ ($)	Compensation⁽ⁱ⁾ ($)	Awards⁽ⁱⁱ⁾ ($)	($)	($)	($)	($)	Actually Paid ($)
2023	963,807	1,496,478	10,991,245	39,060	13,490,590	(10,991,245)	40,306,907	42,806,252
2022	679,757	511,225	20,297,175	12,111	21,500,269	(20,297,175)	3,776,008	4,979,102
2021	631,887	1,085,963	20,155,500	3,518	21,876,868	(20,155,500)	21,541,364	23,262,732

PEO SCT to CAP Reconciliation – Jeffrey McGonegal (former PEO)


					Summary
		Bonus and Non-	Equity-	All Other	Compensation	Exclusion of	Inclusion of
		Equity Incentive	Based	Compensation⁽ⁱⁱⁱ⁾	Table Total	Stock Awards	Equity Values^(iv)	Compensation
Year	Salary ($)	Compensation ($)	Awards⁽ⁱⁱ⁾ ($)	($)	($)	($)	($)	Actually Paid ($)
2021	354,077	601,931	17,229,300	11,162	18,196,470	(17,229,300)	9,667,500	10,634,670
2020	294,103	90,000	300,000	14,478	698,581	(300,000)	1,536,012	1,934,593

(i)	Includes cash and Bitcoin compensation, as identified and explained in greater detail in the SCT and the accompanying notes.

(ii)	Represents the value, calculated in accordance with FASB ASC Topic 718, of equity compensation paid during the indicated year under the 2019 Equity Plan, as amended, as reported in the SCT and the accompanying notes.

(iii)

Represents All Other Compensation paid during the indicated year, as reported in the SCT.

(iv)	The amounts in Inclusion of Equity Values in the tables above are derived from the amounts set forth in the Fair Value Equity Awards tables below.

PEO Fair Value Equity Awards – Jason Les

Fair Value at the

Change in Fair

End of the Prior

Year End Fair Value

Change in Fair

Vesting-Date Fair

Value from Prior

Year of Equity

of Equity Awards

Value from Prior

Value of Equity

Year to Vesting Date

Awards that Failed

Granted During the

Year to Current

Awards Granted

of Unvested Equity

to Meet Vesting

Year That Remained

Year of Unvested

During Year that

Awards that Vested

Conditions in

Total Inclusion of

Unvested as of Year

Equity Awards

Vested During Year

During Year

the Year

Equity Values

Year

($)

2023

8,577,496

18,074,579

—

13,654,832

40,306,907

2022

10,074,294

(5,706,698)

—

(591,588)

—

3,776,008

2021

8,513,312

—

2,461,784

10,566,268

—

21,541,364

PEO Fair Value Equity Awards – Jeffrey McGonegal (former PEO)

Fair Value at the

Change in Fair

End of the Prior

Year End Fair Value

Change in Fair

Vesting-Date Fair

Value from Prior

Year of Equity

of Equity Awards

Value from Prior

Value of Equity

Year to Vesting Date

Awards that Failed

Granted During the

Year to Current

Awards Granted

of Unvested Equity

to Meet Vesting

Year That Remained

Year of Unvested

During Year that

Awards that Vested

Conditions in

Total Inclusion of

Unvested as of Year

Equity Awards

Vested During Year

During Year

the Year

Equity Values

Year

($)

2021

7,212,590

—

2,119,770

335,140

—

9,667,500

2020

891,083

—

644,929

—

1,536,012

Non-PEO NEO Average Compensation Actually Paid Amount

$ 18,573,480

377,785

12,682,777

2,243,803

Compensation Actually Paid vs. Total Shareholder Return

The following graph shows a comparison of the Company’s TSR and that of the members of our Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2018, that consists of: Marathon Digital Holdings, Inc. (MARA), Hut 8 Corp. (HUT), CleanSpark, Inc. (CLSK), HIVE Digital Technologies, Ltd. (HIVE), Bit Digital, Inc. (BTBT), TeraWulf Inc. (WULF), and Mawson Infrastructure Group, Inc. (MIGI), as it compares to CAP.

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

The following table provides an unranked list of the most important financial performance measures used by our Compensation Committee to link the compensation actually paid to our Chief Executive Officer and other NEOs in 2023, calculated in accordance with SEC regulations, to Company performance. The role of these performance measures on our NEOs’ compensation is discussed in the CD&A above.

Total Shareholder Return

Net Income

Adjusted EBITDA (Company Selected Measure)