Riot Platforms, Inc. Stock Compensation Disclosure
Note 15. Stock-Based Compensation
The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.
In July 2023, the Company adopted a new long-term incentive program under its 2019 Equity Incentive Plan, under which employees are eligible to receive performance-based RSAs or RSUs and service-based RSAs or RSUs. The performance-based awards are eligible to vest based on the relative performance of the Company’s common stock (“Total Stockholder Return” or “TSR”), compared to the performance of the RUSSELL 3000 Index (the “Index TSR”), during the three-year performance period commencing as of the grant date of the TSR award (collectively, the “TSR Awards”). The TSR Awards have a vesting range of 0% to 200% of the recipient’s target award, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to the recipient’s continuous employment with the Company through the third anniversary of the award’s grant date. The service-based awards are eligible to vest in one-third annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates.
As of December 31, 2025, the Company had 10,337,176 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.
The following table presents the Company’s stock-based compensation expense by category:
Years Ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
Performance-based stock awards and units | $ | 105,495 | $ | 99,178 | $ | (4,703) | |||
Service-based stock awards and units | 19,327 | 26,026 | 36,873 | ||||||
Stock options | 889 | — | — | ||||||
Total stock-based compensation | $ | 125,711 | $ | 125,204 | $ | 32,170 | |||
Stock-based compensation expense is recognized within Selling, general and administrative on the Consolidated Statements of Operations.
Performance-Based Awards and Units
Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s TSR as compared to the performance of the Index TSR.
The following table presents a summary of the activity of the performance-based RSAs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Shares | | Fair Value | ||
Balance as of January 1, 2025 | 19,615,388 | $ | 13.03 | ||
Granted | 1,873,681 | $ | 8.25 | ||
Vested | — | $ | — | ||
Forfeited | (358,410) | $ | 8.99 | ||
Balance as of December 31, 2025 | 21,130,659 | $ | 12.68 | ||
During the year ended December 31, 2024, the Company granted 18,089,198 performance-based RSAs with a grant date fair value of $224.1 million. During the year ended December 31, 2023, the Company granted 2,076,340 performance-based RSAs with a grant-date fair value of $36.3 million.
As of December 31, 2025, there was approximately $73.9 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.9 years.
The following table presents a summary of the activity of the performance-based RSUs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Units | | Fair Value | ||
Balance as of January 1, 2025 | 1,769,038 | $ | 12.55 | ||
Granted | — | $ | — | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Balance as of December 31, 2025 | 1,769,038 | $ | 12.55 | ||
During the year ended December 31, 2024, the Company granted 1,522,612 performance-based RSUs with a grant date fair value of $17.4 million. During the year ended December 31, 2023, the Company granted 246,426 performance-based RSUs with a grant date fair value of $4.8 million.
As of December 31, 2025, there was approximately $5.7 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.9 years.
Service-Based Awards and Units
Service-based awards vest over , , and three-year service periods.
The following table presents a summary of the activity of the service-based RSAs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Shares | | Fair Value | ||
Balance as of January 1, 2025 | 2,712,859 | $ | 11.76 | ||
Granted | 1,818,886 | $ | 10.13 | ||
Vested | (1,313,243) | $ | 11.55 | ||
Forfeited | (207,282) | $ | 10.31 | ||
Balance as of December 31, 2025 |
| 3,011,220 | $ | 10.97 | |
During the year ended December 31, 2024, the Company granted 8,172,345 service-based RSAs with a grant date fair value of $81.9 million. During the year ended December 31, 2023, the Company granted 1,313,925 service-based RSAs with a grant date fair value of $20.3 million.
As of December 31, 2025, there was approximately $24.7 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.5 years.
The following table presents a summary of the activity of the service-based RSUs:
Weighted Average | |||||
Grant-Date | |||||
Per Share | |||||
| Number of Units | | Fair Value | ||
Balance as of January 1, 2025 | 362,425 | $ | 12.29 | ||
Granted | 35,187 | $ | 12.01 | ||
Vested | (167,201) | $ | 12.65 | ||
Forfeited | — | $ | — | ||
Balance as of December 31, 2025 |
| 230,411 | $ | 12.00 | |
During the year ended December 31, 2024, the Company granted 294,608 service-based RSUs with a grant date fair value of $2.9 million. During the year ended December 31, 2023, the Company granted 155,213 service-based RSUs with a grant date fair value of $3.0 million.
As of December 31, 2025, there was approximately $1.9 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.3 years.
Stock Options
In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan. The stock option awards are eligible to vest in increments upon meeting certain specified data center development-based EBITDA milestones through December 31, 2029.
The vesting of all options is contingent upon continued service with the Company through each of the applicable milestones. All vested options are exercisable through December 31, 2030.
As of the grant date, the fair value per share underlying each stock option award was $5.99 and the total fair value of all options granted was approximately $7.0 million. The total fair value is recognized ratably as stock-based compensation expense for each performance milestone over its implied service period, based on the estimated probability of achieving such milestone, through December 31, 2029.
The Company estimated the fair value of the stock option awards on the date of grant using the Black-Scholes option-pricing model, utilizing the following inputs:
| ● | The grant date exercise price/strike price of $8.07, equal to the closing market price of the Company’s common stock on the date of the grant; |
| ● | An expected award term of approximately five years determined using the simplified method, which uses the midpoint between the vesting period and the contractual term; |
| ● | Contractual term of approximately five years based on the expiration date of vested awards; |
| ● | A risk-free rate of 3.93% based on U.S. Treasury yields over the expected life of the options granted; and |
| ● | Expected volatility of future equity of 94.7% based on the average of the Company’s own historical volatility over the past five years and the implied volatility over the five-year term. |
The following table presents a summary of the activity of the stock options:
| Number of Options | | Exercise Price | ||
Balance as of January 1, 2025 | — | $ | — | ||
Granted | 1,166,861 | $ | 8.07 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Balance as of December 31, 2025 |
| 1,166,861 | $ | 8.07 | |
As of December 31, 2025, there was approximately $6.1 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 4.0 years. The weighted average remaining contractual term of the options is approximately 5.0 years.
The intrinsic value of the stock options was approximately $5.4 million. The intrinsic value is calculated as the difference between the Company’s closing stock price of $12.67 on December 31, 2025, and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holder, had the holder been able to exercise the options on December 31, 2025.
Subsequent Awards
In January 2026, the Company granted 5.1 million performance-based RSAs. The awards are eligible to vest, if at all, over a three-year performance period based on the Company’s TSR as compared to the Index TSR through December 31, 2028. The TSR Awards have a vesting range of 0% to 200% of the recipient’s target award, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to the recipient’s continuous employment with the Company through the third anniversary of the award’s grant date. The awards have an aggregate grant date fair value of approximately $45.7 million.
In January 2026, the Company granted 2.5 million service-based RSAs. These awards are eligible to vest in annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates. The awards have an aggregate grant date fair value of $32.3 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2022 | Mar 2, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.