[Form 4/A] Riot Platforms, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

BRC Inc. (BRCC) Form 4 snapshot

On 07/07/2025 the company reported an equity grant to Chief Financial Officer Matthew L. Amigh. The filing discloses two separate awards made under the 2022 Omnibus Incentive Plan:

• 158,228 Restricted Stock Units (RSUs) that vest in three equal annual instalments beginning one year from the grant date. Each RSU converts into one share of Class A common stock at no cost upon vesting.
• 804,940 stock options with an exercise price of $1.58, expiring 07/06/2032. The options also vest in three equal annual tranches starting on the first anniversary of the grant.

Following the transaction, the CFO’s direct beneficial ownership stands at 158,228 Class A shares plus 804,940 options. No shares were sold or disposed of, and the filing contains no Rule 10b5-1 notation. Because the awards are time-based rather than performance-based, they primarily serve as a retention and alignment mechanism. The transaction is routine for newly appointed executives, but investors may note the potential dilution of up to 963,168 shares if all instruments settle and exercise.

Positive

• Executive alignment: 158,228 RSUs and 804,940 options tie the CFO’s compensation directly to share performance.
• Retention mechanism: Three-year vesting schedule incentivises continued service through 2028.

Negative

• Dilution risk: Full conversion and exercise would add up to 963,168 shares to the float.
• No open-market purchase: The transaction is a grant, offering limited insight into insider sentiment.

Insights

Securities Analyst

TL;DR: Routine equity grant; modest positive for alignment, limited market impact.

The CFO received stock incentives typical for executive onboarding—158.2k RSUs and 804.9k options at $1.58. No cash outlay occurred, so the filing does not signal insider conviction through open-market purchases. While the awards strengthen management-shareholder alignment, the aggregate 963k potential new shares equal roughly 1–2% of BRCC’s diluted share count (exact float not provided here), representing minor dilution. Absent sales, the market should view this as neutral-to-slightly positive for retention but not a catalyst for the stock.

Corporate Governance Expert

TL;DR: Standard three-year vesting structure; dilution risk manageable, governance norms followed.

The grant terms mirror prevailing governance practice: three-year ratable vesting encourages long-term service, and the option strike price equals current market valuation (information inferred from grant price). No accelerated vesting or one-off bonuses are indicated. The single-person filing confirms individual accountability, and attorney-in-fact signature complies with SEC rules. Overall, the filing is procedurally sound and carries immaterial governance risk.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Werner Ryan D.

(Last) (First) (Middle)

C/O RIOT PLATFORMS, INC.

3855 AMBROSIA STREET, SUITE 301

(Street)

CASTLE ROCK CO 80109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Riot Platforms, Inc. [ RIOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/09/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		S(1)		3,747	D	$11.88	837,759	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

Remarks:

This amendment is being filed solely to check the Rule 10b5-1plan box which was inadvertently left unchecked.

	/s/ Tanya McGill, Attorney-in-Fact for Ryan Werner	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BRC Inc. (BRCC) disclose in the latest Form 4?

The company granted CFO Matthew L. Amigh 158,228 RSUs and options for 804,940 Class A shares at $1.58.

How do the RSUs awarded to BRCC’s CFO vest?

They vest in three equal annual instalments starting one year after 07/07/2025.

What is the exercise price and expiry of the new stock options?

The options carry a $1.58 exercise price and expire on 07/06/2032.

Does the Form 4 indicate any insider selling at BRC Inc.?

No. The filing only reports equity grants; no dispositions were recorded.

How many BRCC shares could be added if all instruments convert?

Up to 963,168 additional Class A shares (158,228 RSUs + 804,940 option shares).