CASTLE ROCK, Colo., Dec. 10, 2024 /PRNewswire/ — Riot Platforms (NASDAQ:), Inc. (NASDAQ: RIOT) (“Riot” or the “Company”) right now introduced the pricing of its providing of $525 million mixture principal quantity of its 0.75% convertible senior notes due 2030 (the “notes”). The notes might be bought in a personal providing solely to individuals moderately believed to be certified institutional consumers in reliance on Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act”). Riot additionally granted to the preliminary purchasers of the notes an choice to buy, inside a three-day interval starting on, and together with, the date on which the notes are first issued, up to an extra $75 million mixture principal quantity of the notes. The providing was upsized from the beforehand introduced providing of $500 million mixture principal quantity of notes. The providing is anticipated to shut on December 11, 2024, topic to satisfaction of customary closing situations.

The notes might be unsecured, senior obligations of Riot. The notes will bear curiosity at a price of 0.75% per 12 months, payable semiannually in arrears on January 15 and July 15 of every 12 months, and can mature on January 15, 2030, except earlier repurchased, redeemed or transformed in accordance with their phrases. Topic to sure situations, on or after January 20, 2028, Riot could redeem for money all or any portion of the notes at a redemption price equal to 100% of the principal quantity of the notes to be redeemed, plus accrued and unpaid curiosity to, however excluding, the redemption date, if the day by day VWAP (as outlined within the personal providing memorandum for the providing of the notes) has been at the least 130% of the conversion price then in impact for a specified time period ending on the buying and selling day instantly earlier than the date the discover of redemption is distributed. If Riot redeems fewer than all of the excellent notes, at the least $50 million mixture principal quantity of notes have to be excellent and never topic to redemption as of the related redemption discover date.

In reference to sure company occasions or if Riot calls any be aware for redemption, it is going to, underneath sure circumstances, be required to extend the conversion price for holders who elect to transform their notes in reference to such company occasion or discover of redemption.

The notes might be convertible into money, shares of Riot’s frequent inventory, or a mixture of money and shares of Riot’s frequent inventory, at Riot’s election. Previous to July 15, 2029, the notes might be convertible solely upon the prevalence of sure occasions and through sure durations, and thereafter, at any time till the second scheduled buying and selling day instantly previous the maturity date.

The conversion price for the notes will initially be 67.2767 shares of Riot’s frequent inventory per $1,000 principal quantity of notes, which is equal to an preliminary conversion price of roughly $14.86 per share. The preliminary conversion price of the notes represents a premium of roughly 32.5% over the U.S. composite quantity weighted common price of Riot’s frequent inventory from 2:00 p.m. by way of and together with quantity reported on the Market Heart Official Shut on December 9, 2024, which was $11.2181. The conversion price might be topic to adjustment upon the prevalence of sure occasions.

Riot estimates that the web proceeds from the sale of the notes might be roughly $511.5 million (or roughly $584.6 million if the preliminary purchasers train in full their choice to buy extra notes), after deducting the preliminary purchasers’ reductions and commissions and estimated providing bills payable by Riot.

Riot intends to make use of the web proceeds from the providing to accumulate extra bitcoin and for basic company functions.

The notes might be provided and bought to individuals moderately believed to be certified institutional consumers in accordance with Rule 144A underneath the Securities Act. The provide and sale of the notes and the shares of Riot’s frequent inventory issuable upon conversion of the notes, if any, haven’t been and won’t be registered underneath the Securities Act or the securities legal guidelines of every other jurisdiction, and the notes and any such shares might not be provided or bought in the US absent registration or an relevant exemption from such registration necessities. The providing of the notes is being made solely via a personal providing memorandum.

This press release shall not represent a suggestion to promote, or a solicitation of a suggestion to purchase the notes, nor shall there be any sale of, the notes in any state or jurisdiction wherein such provide, solicitation or sale could be illegal underneath the securities legal guidelines of any such state or jurisdiction. There may be no assurances that the providing of the notes might be accomplished as described herein or in any respect.

About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) imaginative and prescient is to be the world’s main -driven infrastructure platform.

Our mission is to positively impression the sectors, networks and communities that we contact. We consider that the mixture of an modern spirit and robust group partnership permits the Firm to realize best-in-class execution and create profitable outcomes.

Riot is a Bitcoin mining and digital infrastructure firm centered on a vertically built-in technique. The Firm has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

Ahead-Trying Statements

Statements on this press release that aren’t historic details are forward-looking statements that replicate administration’s present expectations, assumptions, and estimates of future efficiency and financial situations. Such statements depend on the protected harbor provisions of Part 27A of the Securities Act and Part 21E of the Securities Change Act of 1934. As a result of such statements are topic to dangers and uncertainties, precise outcomes could differ materially from these expressed or implied by such forward-looking statements. Phrases equivalent to “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and related expressions are supposed to determine forward-looking statements. These forward-looking statements could embrace, however are usually not restricted to, statements about uncertainties associated to the satisfaction of closing situations for the sale of the notes. Detailed data relating to the components recognized by the Firm’s administration which they consider could trigger precise outcomes to vary materially from these expressed or implied by such forward-looking statements on this press release could also be discovered within the Firm’s filings with the U.S. Securities and Change Fee (the “SEC“), together with the dangers, uncertainties and different components mentioned underneath the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Firm’s Annual Report on Type 10-Okay for the fiscal 12 months ended December 31, 2023, as amended, and the opposite filings the Firm makes with the SEC, copies of which can be obtained from the SEC’s web site, www.sec.gov. All forward-looking statements included on this press release are made solely as of the date of this press release, and the Firm disclaims any intention or obligation to replace or revise any such forward-looking statements to replicate occasions or circumstances that subsequently happen, or of which the Firm hereafter turns into conscious, besides as required by regulation. Individuals studying this press release are cautioned to not place undue reliance on such forward-looking statements.

For additional data, please contact:

Investor Contact:Phil McPherson303-794-2000 ext. 110
IR@Riot.Inc

Media Contact:Alexis Brock303-794-2000 ext. 118
PR@Riot.Inc