Bitfarms 13D/A: Riot holds 68.3 M shares, updates ownership details

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 17 highlights Riot Platforms, Inc.’s current position in Bitfarms Ltd. (BITF).

• Beneficial ownership: Riot reports 68,308,376 Bitfarms common shares, equal to 12.3 % of the 555,961,590 shares outstanding.
• Voting power: Under an irrevocable proxy previously granted to Bitfarms, Riot’s voting rights are capped at 55,040,197 shares—exactly 9.9 % of total voting power. Riot retains no shared voting or dispositive power.
• Changes since prior filing: The amendment replaces Exhibit 3 (identity & background information) and updates Item 5 to reflect the latest ownership figures. A new Schedule B (not included in the excerpt) details share sales executed since the last 13D filing.
• Source of funds: Working capital (Item 4).
• Jurisdiction: Riot is incorporated in Nevada; neither the company nor its listed insiders have faced criminal or securities-related civil judgments in the past five years.

The filing provides greater transparency into Riot’s equity stake and formally restates that any shares representing voting power in excess of 9.9 % remain subject to the proxy, limiting Riot’s influence over Bitfarms’ board elections.

Positive

• Transparency improved: Riot publicly updates exact share count and ownership percentage.
• Voting cap maintained: 9.9 % proxy continues to limit Riot’s influence over Bitfarms’ board.

Negative

• Concentration risk: Riot still controls a sizable 12.3 % economic stake, which could affect liquidity if sold.

Insights

Corporate Governance Expert

TL;DR – Riot owns 12.3 % of Bitfarms but can vote only 9.9 %; control risk contained.

The amendment reconfirms that Riot’s beneficial stake is material—well above the 10 % reporting threshold—but the company’s voting rights are contractually restrained. From a governance standpoint, the 9.9 % cap mitigates takeover or influence concerns, preserving proportional voting for other shareholders. The disclosure also signals compliance with Canadian and U.S. reporting obligations and refreshes identity exhibits, keeping regulators and investors up to date. Because the proxy arrangement was already in place and no new governance concessions were added, I view the net impact as neutral, albeit moderately informative.

Securities Analyst

TL;DR – Filing confirms sizable 68.3 M-share position; no earnings impact, limited market effect.

Riot’s 12.3 % beneficial stake equates to roughly six trading days of Bitfarms’ average daily volume, so any future disposition could pressure the stock, but today’s update simply discloses ownership and recent sales (details in Schedule B). The reaffirmed 9.9 % voting cap eases fears of immediate control moves, making this more of a transparency event than a catalyst. Without financial metrics or transaction premiums, I classify the news as informational rather than valuation-moving.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

Bitfarms Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

09173B107

(CUSIP Number)

Riot Platforms, Inc.
3855 Ambrosia Street, Suite 301,
Castle Rock, CO, 80109
303-794-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09173B107

1

Name of reporting person

Riot Platforms, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 55,040,197.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 68,308,376.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

68,308,376.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: Bitfarms Ltd.
(c)	Address of Issuer's Principal Executive Offices: 110 YONGE STREET, SUITE 1601, TORONTO, ONTARIO, CANADA , M5C 1T4.
Item 1 Comment: This Amendment No. 17 to Schedule 13D ("Amendment No. 17") relates to the Schedule 13D filed on May 28, 2024 (as amended by Amendment No. 1, dated May 29, 2024, Amendment No. 2, dated June 4, 2024, Amendment No. 3 dated June 5, 2024, Amendment No. 4 dated June 12, 2024, Amendment No. 5 dated June 13, 2024, Amendment No. 6 dated June 24, 2024, Amendment No. 7 dated July 31, 2024, Amendment No. 8 dated August 5, 2024, Amendment No. 9 dated August 9, 2024, Amendment No. 10 dated August 14, 2024, Amendment No. 11 dated August 21, 2024, Amendment No. 12 dated September 5, 2024, Amendment No. 13 dated September 23, 2024, Amendment No. 14 dated April 9, 2025, Amendment No. 15 dated June 6, 2025 and Amendment No. 16 dated June 20, 2025, the "Schedule 13D") by Riot Platforms, Inc., a Nevada corporation (the "Reporting Person"), relating to the Common Shares, no par value per share (the "Common Shares"), of Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (the "Company"), whose principal executive offices are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4. Except as specifically amended by this Amendment No. 17, the Schedule 13D is unchanged.
Item 2.	Identity and Background
(a)	The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference.
(b)	The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference.
(c)	The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference.
(d)	The Reporting Person and the individuals listed on Schedule A hereto have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person and the individuals listed on Schedule A hereto have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The information previously included as Exhibit 3 to Amendment No. 14 to the Schedule 13D is hereby replaced with the information set forth in Schedule A hereto, which information is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) and (b) of the Schedule 13D is hereby amended and restated to read in full as follows: The aggregate number and percentage of the Common Shares that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated herein by reference. The percentage used herein is calculated based on an aggregate of 555,961,590 Common Shares outstanding, based on the information contained in the Company's management information circular, filed on SEDAR+ on June 9, 2025. As previously described in the Schedule 13D, the Reporting Person has granted to the Company and any of its designees an irrevocable proxy with respect to any Common Shares the voting power of which represents in excess of 9.9% of the total voting power of all securities of the Company entitled to vote for the election of directors of the Company from time to time outstanding. As a result of such proxy, the Reporting Person currently exercises voting power over approximately 55,040,197, or approximately 9.9%, of the outstanding Common Shares.
(b)	The information in Item 5(a) of this Amendment No. 17 is incorporated herein by reference.
(c)	Information concerning the Common Shares sold by the Reporting Person since the Reporting Person's last filing on Schedule 13D is set forth in Schedule B hereto and is incorporated herein by reference. Except as described in this Amendment No. 17, none of the Reporting Person nor any director or officer of the Reporting Person has effected any transactions in the Common Shares since the Reporting Person's last filing on Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Schedule A to Item 2 of this Amendment No. 17 Exhibit 99.2: Schedule B to Item 5 of this Amendment No. 17

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Riot Platforms, Inc.

Signature:	/s/ Colin Yee
Name/Title:	Colin Yee/Chief Financial Officer
Date:	07/01/2025

FAQ

How many Bitfarms (BITF) shares does Riot Platforms currently own?

Riot reports 68,308,376 common shares, representing 12.3 % of shares outstanding.

What voting power does Riot hold in Bitfarms after this 13D/A?

Due to an irrevocable proxy, Riot may vote only 55,040,197 shares, or 9.9 % of total voting power.

Why did Riot file Amendment No. 17 to Schedule 13D?

To update ownership totals, replace Exhibit 3 (identity & background), and list recent share transactions in new Schedule B.

What is the source of funds used by Riot to hold Bitfarms shares?

The filing cites working capital (Item 4) as the funding source.

Has Riot or its officers faced recent legal actions affecting this filing?

No. The report states no criminal convictions or securities-related civil judgments in the past five years.