Riot Platforms (RIOT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, will be held virtually to maximize shareholder participation and transparency.

• 2025 saw record revenue of $647.4M, driven by improved Bitcoin mining efficiency and facility expansion.

• Strategic shift underway to leverage power assets for data center leasing, including a major lease with AMD and acquisition of key facility land.

• Board and management emphasize responsible governance, risk management, and sustainable growth.

Voting matters and shareholder proposals

• Four proposals up for vote: election of two Class II directors, ratification of Deloitte as auditor, advisory say-on-pay, and approval of the Seventh Amendment to the 2019 Equity Incentive Plan (adding 15M shares).

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting with a 16-digit control number.

Board of directors and corporate governance

• Board expanded with three new independent directors in 2025 to support strategic evolution.

• Phased declassification of the board initiated, with all directors to stand for annual election by 2029.

• Board consists of six members, four of whom are independent; diversity and relevant industry experience emphasized.

• Lead Independent Director and Executive Chairman roles are separated for balanced oversight.

• Board committees (Audit, Compensation, Governance) are composed solely of independent directors.