[SCHEDULE 13G/A] Riot Platforms, Inc. Amended Passive Investment Disclosure
FMR reports 4.2% Riot Platforms ownership stake
FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 15,723,492.40 shares of Riot Platforms, Inc. common stock, representing 4.2% of the class as of 12/31/2025.
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FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 15,723,492.40 shares of Riot Platforms, Inc. common stock, representing 4.2% of the class as of 12/31/2025. Abigail P. Johnson is also reported as beneficial owner of the same shares through dispositive power.
The filing confirms these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Riot Platforms. The position reflects ownership of 5% or less of the company’s outstanding common stock.
FAQ
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What ownership stake in RIOT does FMR LLC report on this Schedule 13G/A?
FMR LLC reports beneficial ownership of 15,723,492.40 shares of Riot Platforms common stock, representing 4.2% of the outstanding class. This stake is disclosed as of the 12/31/2025 event date in an amended Schedule 13G filing.
How is Abigail P. Johnson involved in this RIOT Schedule 13G/A filing?
Abigail P. Johnson is listed as a reporting person with sole dispositive power over 15,723,492.40 Riot Platforms shares, also representing 4.2% of the class. Her authority is exercised under a power of attorney referenced and dated January 26, 2023.
Does FMR LLC intend to influence control of Riot Platforms (RIOT)?
The filing states the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of Riot Platforms. It also notes they are not held in connection with any transaction having that control-related purpose or effect.
Why is this Riot Platforms Schedule 13G/A marked as ownership of 5 percent or less?
Item 5 indicates FMR LLC’s beneficial ownership is 5 percent or less of Riot Platforms’ common stock. The reported 4.2% stake falls below the 5% threshold, which is why the filer completes the section for ownership of five percent or less of a class.
Who else may benefit from the RIOT shares reported by FMR LLC on this filing?
The filing notes one or more other persons are known to have the right to receive, or direct the receipt of, dividends or sale proceeds from the Riot Platforms shares. However, no single such person holds more than five percent of the total outstanding common stock.
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
767292105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
15723492.40
(b)
Percent of class:
4.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
15723492.40
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of RIOT PLATFORMS INC. No one other person's interest in the COMMON STOCK of RIOT PLATFORMS INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
