Riot Platforms, Inc. Announces Amendments to Bylaws Following Shareholder Vote

Key Points for Investors:

• Riot Platforms, Inc. (Nasdaq: RIOT) has amended and restated its corporate bylaws as of March 26, 2026.
• Amendments respond to shareholder feedback via a non-binding advisory vote.
• The new bylaws affect significant areas of corporate governance, including procedures for shareholder meetings, director nominations, and special meetings.
• These changes may impact shareholder rights, board composition, and how shareholders can influence the company, potentially affecting share value.

Details of the Bylaw Amendments

On March 26, 2026, Riot Platforms, Inc. (the “Company” or “Riot”) made substantial amendments and restatements to its corporate bylaws. The changes were adopted in response to a non-binding, advisory vote by the Company’s shareholders. The full text of the amended bylaws is available as Exhibit 3.1 to the filed Form 8-K.

Key Areas Affected by the Amendments

• Advance Notice Requirements for Proposals and Director Nominations:
  • Shareholders may only bring business before annual meetings if the business is properly noticed according to specific timelines and information requirements.
  • For annual meetings, notice must generally be delivered between 45 and 75 days before the anniversary of the previous year’s proxy mailing, with adjustments if the meeting date changes significantly.
  • Shareholders nominating directors or bringing business proposals must provide detailed disclosures about their holdings, relationships, and interests.
  • Updates and supplements to these disclosures are required to ensure information is current as of the record date and shortly before the meeting.
  • The presiding officer at meetings has explicit authority to rule out-of-order any business not properly brought under these procedures.
• Shareholder Special Meetings:
  • Special meetings can only be called by a majority of the board or by shareholders holding at least one-quarter (1/4) of the voting power who have held shares for at least one year.
  • Shareholders must follow specific procedures to request a special meeting, including providing detailed information and updating it as circumstances change.
  • Business at special meetings will be limited to the purposes stated in the notice, and the board retains the right to postpone, reschedule, or cancel meetings.
• Action by Written Consent:
  • Shareholders seeking to act by written consent must provide extensive disclosures similar to those required for meeting proposals or nominations.
  • The board can declare any action by written consent null and void if not in accordance with the bylaws.
• Director Elections and Board Structure:
  • Directors are elected by a plurality of votes cast at meetings where a quorum is present.
  • Procedures for director nominations by shareholders have been clarified and require advance notice and detailed information.
• Other Notable Provisions:
  • Stockholder lists for meetings must be made available to shareholders at least ten days prior to meetings.
  • Quorum requirements set at one-third (1/3) of shares entitled to vote, unless otherwise specified.
  • Procedures for the issuance, replacement, and transfer of share certificates have been detailed, including electronic issuance and indemnity requirements for lost certificates.
  • The board may declare dividends and set the fiscal year as permitted by law and the articles of incorporation.
  • Indemnification and insurance for directors and officers are clarified, including board discretion on financial arrangements for such indemnification.

Potential Impact on Shareholders and Share Price

The amendments increase procedural rigor for shareholders wishing to bring proposals, nominate directors, or call special meetings. This could make it more challenging for activist shareholders to effect changes, potentially stabilizing governance but reducing the likelihood of unexpected boardroom changes or shareholder-led initiatives.

Conversely, these bylaws may provide greater clarity and predictability for management and the board, which could be viewed positively by long-term investors. However, any perception that shareholder rights are curtailed may be viewed negatively by some market participants, potentially impacting share value.

These changes are significant for current and prospective shareholders, as they affect governance dynamics, shareholder activism, and the mechanisms for influencing company policy and board composition.

Trading and Listing Information

• Trading Symbol: RIOT
• Exchange: Nasdaq Capital Market

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the full text of the amended bylaws and consult with their financial advisors regarding the impact of these changes on their investment in Riot Platforms, Inc.

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