Officer at Riot Platforms (RIOT) forfeits 1,147,910 restricted shares

Rhea-AI Filing Summary

Riot Platforms, Inc. reported that officer Jonathan Gibbs disposed of 1,147,910 shares of restricted common stock on April 12, 2026. These shares were forfeited back to the company at no price under equity award agreements and a mutual Separation Agreement and General Release dated that day. After this forfeiture, Gibbs directly holds 84,989 shares of Riot common stock.

Insights

Equity Compensation Analyst

Large share forfeiture reflects separation, not an open-market sale.

The filing shows officer Jonathan Gibbs returned 1,147,910 restricted shares to Riot Platforms on April 12, 2026. The transaction code is a disposition to the issuer at $0.00 per share, meaning there was no market trade or sale proceeds.

A footnote explains the shares were forfeited under equity award agreements tied to a mutual Separation Agreement and General Release on that date. This is typical when an executive leaves before all awards vest. Following the forfeiture, Gibbs still directly owns 84,989 common shares, indicating he retains a smaller ongoing equity stake.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gibbs Jonathan

Role CDCO (See Remarks)

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,147,910	$0.00	--

Holdings After Transaction: Common Stock — 84,989 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares forfeited: 1,147,910 shares Price per share: $0.00 per share Shares held after: 84,989 shares

3 metrics

Shares forfeited 1,147,910 shares Restricted common stock disposed to issuer on April 12, 2026

Price per share $0.00 per share Disposition to issuer of restricted shares

Shares held after 84,989 shares Direct common stock holdings after the transaction

Key Terms

restricted shares, equity award agreements, mutual Separation Agreement and General Release, disposition to issuer

4 terms

restricted shares financial

"Reflects restricted shares of the Issuer's common stock forfeited by the Reporting Person"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

equity award agreements financial

"pursuant to the terms of the applicable equity award agreements"

mutual Separation Agreement and General Release financial

"the mutual Separation Agreement and General Release, dated April 12, 2026"

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

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

X

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

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^*

Gibbs Jonathan

(Last) (First) (Middle)

C/O RIOT PLATFORMS, INC.

3855 AMBROSIA STREET, SUITE 301

(Street)

CASTLE ROCK COLORADO 80109

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CDCO (See Remarks)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2026

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

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

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

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	04/12/2026		D		1,147,910(1)	D	$0	84,989	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. Reflects restricted shares of the Issuer's common stock forfeited by the Reporting Person pursuant to the terms of the applicable equity award agreements and the mutual Separation Agreement and General Release, dated April 12, 2026.

Remarks:

Effective as of April 12, 2026, the Reporting Person has departed from his position as the Issuer's Chief Data Center Officer.

	/s/ Jamie Amentler, Attorney-in-Fact for Jonathan Gibbs	04/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Jonathan Gibbs do with his Riot (RIOT) shares in this Form 4?

Jonathan Gibbs forfeited 1,147,910 restricted Riot common shares back to the company. The disposition was recorded at $0.00 per share and reflects a return of unvested equity, not an open-market sale, under terms connected to his separation from the company.

Was the Riot (RIOT) insider transaction a stock sale on the market?

No, the transaction was not a market sale. The Form 4 shows a disposition to the issuer at $0.00 per share, meaning 1,147,910 restricted shares were forfeited back to Riot Platforms under equity award terms and a mutual Separation Agreement and General Release.

How many Riot (RIOT) shares does Jonathan Gibbs hold after the forfeiture?

After forfeiting 1,147,910 restricted shares, Jonathan Gibbs directly holds 84,989 Riot common shares. This remaining position reflects his continuing equity stake following the separation-related forfeiture disclosed in the Form 4 filing for April 12, 2026.

Why were 1,147,910 Riot (RIOT) restricted shares forfeited by Jonathan Gibbs?

The 1,147,910 restricted shares were forfeited under the applicable equity award agreements and a mutual Separation Agreement and General Release dated April 12, 2026. Such forfeitures typically occur when an executive’s employment ends before all granted awards have vested.

What transaction code appears in Jonathan Gibbs’ Riot (RIOT) Form 4?

The Form 4 shows transaction code “D,” described as a disposition to the issuer. This indicates shares were returned to Riot Platforms rather than sold on the open market, consistent with the forfeiture of restricted stock tied to his separation agreement.