SCHEDULE: Riot Platforms Amends Bitfarms Stake, Divests Over 6 Million Shares

Riot Platforms, Inc. has filed an Amendment No. 18 to its Schedule 13D, disclosing the sale of over 6.3 million Bitfarms Ltd. common shares while maintaining an 11.2% beneficial ownership stake with voting power capped at 9.9%.

Summary

• Riot Platforms, Inc. filed Amendment No. 18 to its Schedule 13D regarding its stake in Bitfarms Ltd.
• Riot beneficially owns 61,975,700 Common Shares of Bitfarms, representing 11.2% of the outstanding shares.
• Riot's sole voting power is limited to approximately 9.9% (55,040,197 shares) due to an irrevocable proxy granted to Bitfarms for shares exceeding this threshold.
• Since the last filing on July 1, 2025, Riot sold a total of 6,332,676 Common Shares on the open market.
• Sales occurred on July 3, 2025 (3,880,351 shares at $1.03 weighted average price), July 7, 2025 (1,089,328 shares at $1.04 weighted average price), and July 8, 2025 (1,362,997 shares at $1.06 weighted average price).
• The percentage of ownership is calculated based on 555,961,590 Common Shares outstanding as of June 9, 2025.

Sentiment

Score: 3

Explanation: The sale of over 6.3 million shares by a major beneficial owner like Riot Platforms is generally a negative signal, suggesting a reduction in commitment or a strategic divestment. While Riot still holds a significant stake, the active selling indicates a less positive outlook compared to increasing or maintaining a stable position.

Positives

• The sales occurred at prices between $1.02 and $1.09, indicating a relatively stable or slightly increasing price during the divestment period.
• Riot Platforms maintains a significant beneficial ownership stake of 11.2% in Bitfarms, suggesting continued strategic interest despite the sales.
• The irrevocable proxy agreement caps Riot's voting power at 9.9%, potentially reducing governance uncertainty for Bitfarms.

Negatives

• Riot Platforms sold a substantial number of shares (6,332,676), which could be interpreted as a reduction in confidence or a strategic shift away from increasing its stake.
• The sales occurred shortly after the previous Schedule 13D filing, indicating a rapid change in Riot's position.

Risks

• Significant share sales by a major beneficial owner like Riot Platforms could put downward pressure on Bitfarms' stock price.
• Uncertainty regarding Riot's future intentions (e.g., further sales, renewed acquisition attempts) could create volatility for Bitfarms' shares.
• The ongoing nature of these Schedule 13D amendments (18 amendments) suggests a dynamic and potentially contentious relationship between Riot and Bitfarms, which could distract management or create instability.

Future Outlook

The document does not provide explicit forward-looking statements or guidance from either Riot Platforms or Bitfarms regarding future operations or financial performance. It primarily details past share transactions and current ownership structure.

Management Comments

• The document includes a certification signature by Colin Yee, Chief Financial Officer of Riot Platforms, Inc., affirming the truthfulness and completeness of the statement.

Industry Context

This filing is part of the ongoing dynamics within the cryptocurrency mining industry, where consolidation attempts and strategic investments are common. Riot Platforms and Bitfarms are significant players in this sector, and changes in major shareholder positions can signal shifts in competitive landscape or investment strategies. The sales by Riot could indicate a re-evaluation of its acquisition strategy or a move to reallocate capital within the volatile crypto mining space.

Comparison to Industry Standards

• The document does not provide sufficient information to compare Bitfarms' or Riot's operational results or financial health against specific industry benchmarks or comparable companies. It focuses solely on a change in beneficial ownership and related share transactions. Therefore, a detailed comparison to industry standards is not possible based on the provided content.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential negative impact due to a major holder selling shares, which could lead to downward pressure on stock price. Uncertainty regarding Riot's future intentions could also affect investor sentiment.
• Management/Board (Bitfarms): The proxy agreement capping Riot's voting power at 9.9% provides some insulation from direct control by Riot, potentially allowing management to pursue its strategic objectives with less immediate pressure from this specific shareholder.

Next Steps

• Riot Platforms may continue to adjust its stake in Bitfarms, potentially through further sales or acquisitions.
• Bitfarms Ltd. will continue its operations, potentially under the ongoing influence of Riot's significant, albeit capped, voting power.
• Investors will monitor future Schedule 13D filings for further changes in Riot's position.

Key Dates

Recommendation

Keywords

Riot Platforms, Bitfarms, Schedule 13D, Share Sales, Beneficial Ownership, Cryptocurrency Mining, Blockchain, SEC Filing, Shareholder Activism, Corporate Governance