ESS Metron acquisition holdback share issuance
Company: Riot
What the later record shows
Delivered; the record does not say when
The 2023 statement of stockholders' equity records the issuance of 70,165 shares for the ESS Metron acquisition during 2023. The exact issuance date is not given, so on-time versus late against June 2023 cannot be told.
“Issuance of common stock in connection with acquisition of ESS Metron, LLC”
2024-02-22 · Riot 10-K filed 2024-02-23 View cached copy (2026-09-13)Live source ↗
Checked October 10, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.
The claim, verbatim
Riot will issue 70,165 shares of common stock 18 months after acquisition closing as holdback consideration
Source (primary)
Riot 8-K filed 2021-12-01 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “The remainder of the Share Consideration, consisting of 70,165 shares of Common Stock (the " Holdback Share Consideration "), was withheld by Riot at the Closing as security for the Sellers' indemnification obligations under the Membership Interest Purchase Agreement, and will be reduced by the value of the amount of applicable indemnifiable damages and issued to the Sellers after the date that is 18 months following the Closing”
How we checked this
Checked on October 11, 2026. The cited source supports part of this claim, but not all of it.
The filing confirms 70,165 shares were held back and are to be issued after 18 months, but it says the amount will be reduced by any indemnifiable damages, so it does not establish that all 70,165 shares will be issued.
Confirmed in the source:
- Riot withheld 70,165 shares of common stock at closing as holdback share consideration securing the Sellers' indemnification obligations
- The holdback shares are to be issued to the Sellers after the date that is 18 months following the closing
We could not confirm this from the cited source:
- That the full 70,165 shares will be issued; the filing says the holdback will be reduced by the value of any applicable indemnifiable damages before issuance
That does not mean it is false — only that this source does not establish it, as of the date above. If we find a source that settles it, we will re-check and update this page.
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1167419/000155335021001128/riot_8k.htm) in full (20,613 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Riot 8-K filed 2021-12-01
Quote: “The remainder of the Share Consideration, consisting of 70,165 shares of Common Stock (the " Holdback Share Consideration "), was withheld by Riot at the Closing as security for the Sellers' indemnification obligations under the Membership Interest Purchase Agreement, and will be reduced by the value of the amount of applicable indemnifiable damages and issued to the Sellers after the date that is 18 months following the Closing”
confirms Riot 10-K filed 2024-02-23
Quote: “Issuance of common stock in connection with acquisition of ESS Metron, LLC”