Riot Platforms, Inc. (0001167419) (Filer)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2026

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)

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85 Rio Grande Drive, Suite 200

Castle Rock, CO 80104

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.02. Termination of a Material Definitive Agreement.

On October 29, 2026, the Digital Asset Custodial Agreement, dated as of November 1, 2023 (the “NYDIG Custodial Agreement”), between Riot Platforms, Inc. (the “Company”) and NYDIG Trust Company LLC (“NYDIG Trust”), terminated automatically upon completion of the transfer of the Company’s digital assets held by NYDIG Trust to BitGo Bank & Trust, National Association (“BitGo Bank & Trust”) as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2026.

Under the NYDIG Custodial Agreement, NYDIG Trust held the Company’s bitcoin in cold storage wallets in a digital asset account in the Company’s name, in exchange for an annual fee based on the daily average U.S. dollar value of the bitcoin held in custody. The NYDIG Custodial Agreement had a term of one year that renewed automatically for successive one-year terms, and either party could terminate it upon 30 days’ written notice.

The Company’s digital assets are now held in custody by BitGo Bank & Trust pursuant to the BitGo Custodial Services Agreement described in the Company’s Current Report on Form 8-K filed on October 14, 2026. The Company did not incur any early termination penalties in connection with the termination of the NYDIG Custodial Agreement.

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Item 2.02 - Results of Operations and Financial Condition.

On November 4, 2026, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the three months ended September 30, 2026 (the “Q3 2026 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q3 2026 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively.

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The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX

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S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: November 4, 2026