Riot Platforms, Inc. 8-K

What Happened
Riot Platforms, Inc. announced on December 30, 2025 that it entered into a new sales agreement to conduct an at‑the‑market (ATM) offering of up to $500,000,000 of its common stock. The 2025 Sales Agreement names multiple sales agents (including B. Riley, BTIG, Cantor Fitzgerald, Keefe Bruyette & Woods, Macquarie, Morgan Stanley, Needham, Northland and Roth Capital) and contemplates sales at prevailing market prices through Nasdaq and other trading markets. The offering will be made under Riot’s effective Form S‑3 registration statement (filed August 9, 2024) and a prospectus supplement filed December 30, 2025.

Key Details

• New ATM size: up to $500,000,000 aggregate initial offering price of common stock.
• Sales agents: B. Riley Securities, BTIG, Cantor Fitzgerald, Keefe Bruyette & Woods, Macquarie Capital (USA), Morgan Stanley, Needham, Northland, Roth Capital (collectively).
• Fees and terms: Riot may pay up to a 1.0% commission on gross proceeds, reimburse certain agent expenses, and indemnify agents for specified liabilities. Sales agents are not required to sell any specific amount and the offering can be suspended by either party.
• Termination of prior ATM: effective December 30, 2025, Riot terminated its 2024 Sales Agreement and associated ATM; under that program Riot had sold $600,533,914.83, leaving $149,466,085.17 unsold. The termination incurred no costs.

Why It Matters
This filing signals Riot has reestablished an on‑going, flexible way to raise equity capital (an ATM) up to $500M that can be tapped at market prices over time. For investors, an ATM program can dilute existing shares when used but also gives the company a ready mechanism to raise cash without a fixed-price secondary offering. The termination of the 2024 ATM simply closes the prior program after substantial proceeds were raised; no termination costs were reported.