STOCK TITAN

Riot Platforms (RIOT) CEO has 2.9M shares withheld for taxes

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Riot Platforms, Inc. CEO and director Jason Les reported a tax-related share withholding. On July 31, 2026, the company withheld 2,896,921 shares of common stock at $20.17 per share to satisfy tax withholding obligations tied to the vesting of performance-based restricted stock under its Long-Term Incentive Program, leaving 4,944,637 shares held directly and 1,263,556 shares held indirectly through a trust.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Les Jason
Role CEO
Type Security Shares Price Value
Tax Withholding Common Stock F1 2,896,921 $20.17 $58.43M
holding Common Stock F2 -- -- --
Holdings After Transaction: Common Stock — 4,944,637 shares (Direct); Common Stock — 1,263,556 shares (Indirect, See Footnote)
Footnotes (2)
  1. F1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of performance-based restricted stock previously granted to the Reporting Person under the Issuer's Long-Term Incentive Program. The vesting of such shares was subject to the Issuer's achievement of certain performance objectives.
  2. F2. Shares held in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021.
Shares withheld for taxes 2896921.0000 shares Common Stock withheld on 2026-07-31 to satisfy tax withholding obligations
Per-share value for withholding $20.1700 per share Value applied to performance-based restricted stock withheld for taxes
Direct holdings after transaction 4944637.0000 shares Common Stock directly held by Jason Les following the withholding event
Indirect holdings in trust 1263556.0000 shares Common Stock held in The Jason M. Les Trust, with Jason M. Les as trustee
Shares tied to tax liability events 2896921 shares Total shares reported in exercisePriceOrTaxLiabilityShares for code F transaction
performance-based restricted stock financial
"vesting of performance-based restricted stock previously granted to the Reporting Person"
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
Long-Term Incentive Program financial
"previously granted to the Reporting Person under the Issuer's Long-Term Incentive Program"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
tax withholding obligations financial
"shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting"
trustee other
"Shares held in trust by Jason M. Les, Trustee of The Jason M. Les Trust"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What insider transaction did RIOT CEO Jason Les report?

CEO Jason Les reported a tax-related share withholding. Riot Platforms withheld shares of common stock to satisfy his tax obligations on vested performance-based restricted stock granted under the company’s Long-Term Incentive Program, rather than executing an open-market stock sale.

How many Riot Platforms (RIOT) shares were withheld for Jason Les’s taxes?

Riot Platforms withheld 2,896,921 common shares for Jason Les’s tax obligations. These shares related to the vesting of previously granted performance-based restricted stock, with the withholding executed by the issuer instead of Les selling shares into the market.

At what value were the withheld RIOT shares recorded for Jason Les?

The withheld shares were valued at $20.17 per share. This per-share value is used to determine the total amount of stock withheld to cover Jason Les’s tax liabilities triggered by the vesting of performance-based restricted stock awards.

How many Riot Platforms (RIOT) shares does Jason Les hold after the transaction?

After the tax withholding, Jason Les holds 4,944,637 shares directly and 1,263,556 shares indirectly. The indirect shares are reported as held in a trust for which he serves as trustee, according to the disclosure footnotes.

What type of equity award vested for RIOT CEO Jason Les?

The transaction relates to performance-based restricted stock that vested for Jason Les. These shares were granted under Riot Platforms’ Long-Term Incentive Program and vested upon the company achieving specified performance objectives, which then created the associated tax withholding obligation.
SEC Form 4
FORM 4UNITED 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).
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*
Les Jason

(Last)(First)(Middle)
C/O RIOT PLATFORMS, INC.
85 RIO GRANDE DRIVE, SUITE 200

(Street)
CASTLE ROCK COLORADO 80104

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/31/2026F2,896,921(1)D$20.174,944,637D
Common Stock1,263,556ISee Footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of performance-based restricted stock previously granted to the Reporting Person under the Issuer's Long-Term Incentive Program. The vesting of such shares was subject to the Issuer's achievement of certain performance objectives.
2. Shares held in trust by Jason M. Les, Trustee of The Jason M. Les Trust, dated March 8, 2021.
/s/ Tanya McGill, Attorney-in-Fact for Jason Les08/04/2026
** Signature of Reporting PersonDate
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)