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MARA 10-K & 10-Q changes, risk factors and insider trading

MARA Holdings, Inc. · Nasdaq · Finance Services · CIK 1507605 · All filings on SEC.gov

Everything below is quoted or computed from MARA Holdings, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

96 / 68risk-factor paragraphs added / removed in latest 10-K
16new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
20Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-02 (period ending 2025-12-31) with 10-K filed 2025-03-03 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

96new paragraphs
68removed paragraphs
25reworded paragraphs
10,722 → 13,454words in section

New heading “Our bitcoin holdings expose us to market volatility and liquidity risks.”

New heading “Our bitcoin lending and other digital asset management activities expose us to credit, market, liquidity and operational risks, and a material portion of our bitcoin holdings is subject to these risks.”

New heading “During periods of market stress and extreme volatility, we may be unable to timely liquidate or hedge our bitcoin or related positions, and exchange-driven liquidations or auto-deleveraging could materially and adversely affect our liquidity, results of operations and financial condition.”

New heading “We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency, AI and HPC hardware, potential trade restrictions and difficulty in obtaining new hardware, which may have a material adverse effect on our business.”

New heading “The markets in which we participate are highly competitive, and as we enter new markets, we are competing against companies with greater resources and capitalization.”

New heading “Our Strategic Agreement with Starwood subjects us to significant development, execution, financing and counterparty risks, and we may not realize the anticipated benefits of the transaction.”

New heading “Our acquisition of Exaion exposes us to risks associated with international operations and the possibility of post-closing challenges to the transaction.”

New heading “Our expansion into AI and HPC may divert resources from our core Bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity.”

New heading “Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition.”

New heading “Our AI and HPC business strategy may not perform as planned.”

New heading “Noise generated by our mining, AI and HPC operations poses regulatory, legal, operational and reputational risks.”

New heading “The U.S. political and economic environment could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by the U.S. presidential administration may directly affect us and the global economy.”

New heading “Changing environmental regulations and public energy policies could increase our costs and threaten our Bitcoin mining, AI or HPC operations.”

New heading “The lack of a comprehensive and uniform regulatory framework governing many bitcoin trading venues may expose us to market structure risks, fraud, security failures and operational disruptions, which could adversely affect the value and liquidity of our bitcoin holdings.”

New heading “Targeted energy or property regulations and taxes could increase our costs and adversely affect our business.”

New heading “Our ongoing at-the-market stock issuances contribute to stockholder dilution.”

Removed heading “Our HODL strategy exposes us to market volatility and liquidity risks.”

Removed heading “We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency hardware, potential trade restrictions and difficulty in obtaining new hardware, which may have a material adverse effect on our business.”

Removed heading “Our bitcoin lending arrangements expose us to risks of borrower default, operational failures and cybersecurity threats.”

Removed heading “The U.S. political and economic environment could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by the new U.S. presidential administration may directly affect us and the global economy.”

Removed heading “High operating costs and the need for professionalized mining operations may lead to downward pressure on bitcoin prices.”

Removed heading “Our increasing reliance on immersion-cooling technology exposes us to operational and regulatory risks.”

Removed heading “Our reliance on third-party hosting providers for bitcoin mining operations exposes us to financial and operational risks.”

Removed heading “Noise generated by our mining operations poses regulatory, legal, operational and reputational risks.”

Removed heading “The unregulated nature and lack of transparency of many bitcoin trading venues may expose us to fraud, security failures, and operational risks, potentially harming the value of our bitcoin holdings.”

Removed heading “Our bitcoin holdings could subject us to regulatory scrutiny and potential restrictions on future transactions.”

Removed heading “Target energy regulations and taxes could increase our costs and adversely affect our business.”

Removed heading “Changing environmental regulations and public energy policies could increase our costs and threaten our bitcoin mining operations.”

Removed heading “Our ongoing at-the-market stock issuances contribute to stockholder dilution and may intensify due to our HODL strategy.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: litigation, lawsuit, fine, penalt
“Our mining, AI and HPC operations involve the use of a large number of high-powered machines and cooling systems that generate substantial noise. This noise poses risks to our business, including community complaints, reputational damage, litigation risk, regulatory risk, operational constraints, increased costs and opposition to expansion. …”
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Removed text topics: litigation, lawsuit, fine, penalt
“Our mining operations involve the use of a large number of high-powered miners and cooling systems that generate substantial noise. This noise poses risks to our business, including community complaints, reputational damage, litigation risk, regulatory risk, operational constraints, increased costs and opposition to expansion. …”
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New text topics: bankruptcy, default, liquidity
“Borrowers may fail to repay their loans due to market downturns, liquidity constraints, fraud, operational failures or other financial challenges. Because our bitcoin loans are generally unsecured, they would rank subordinate to secured indebtedness if a borrower became insolvent. In the event of a default, bankruptcy or other adverse event affecting a counterparty, we may be unable to recover a portion or all of the loaned bitcoin, which could result in substantial losses and materially and adversely affect our financial condition and results of operations.”
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New text topics: tariff, ai, supply chain, regulation
“We believe the potential for AI and HPC infrastructure complements our current business model with expected stable, long-term and high margin revenue. However, the success of our AI and HPC hosting strategy may not develop as anticipated and may be affected by factors such as the reliability and timing of power supply, supply chain disruption (including local labor availability), the implementation of new tariffs and more restrictive trade regulations and changes in in-house specialized expertise to manage the business. …”
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New text topics: fine, penalt, regulation, labor
“In February 2026, we consummated the acquisition of digital infrastructure provider Exaion, which is headquartered in France, from its French state-owned parent company. As a result of this acquisition, we have expanded our operations outside of the United States and are subject to risks inherent in conducting business in a foreign jurisdiction. Operating in France subjects us to additional legal, regulatory, tax, labor and compliance requirements that differ from those in the United States and that may be more complex, restrictive or costly to comply with. …”
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New text topics: liquidity, ai
“Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition.”
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Full comparison: every changed paragraph (189)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

•Our bitcoin holdings expose us to market volatility and liquidity risks;

Removed

•Our HODL strategy exposes us to market volatility and liquidity risks;

Removed

•Significant disruptions in the cryptocurrency markets, like those in late 2022, could materially impair the value of our mining rigs, and prolonged low bitcoin prices could force us to idle mining rigs;

Removed

•The adoption and long-term viability of digital asset networks is uncertain, and a decline in their growth or acceptance could negatively impact our business and the value of our stock;

Removed

•We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency hardware, potential trade restrictions and difficulty in obtaining new hardware, which may have a material adverse effect on our business;

Reworded

•Our bitcoin lending arrangementsand other digital asset management activities expose us to riskscredit, market, liquidity and operational risks, and a material portion of borrowerour default,bitcoin operationalholdings failuresis andsubject cybersecurityto threatsthese risks;

Added

•During periods of market stress and extreme volatility, we may be unable to timely liquidate or hedge our bitcoin or related positions, and exchange-driven liquidations or auto-deleveraging could materially and adversely affect our liquidity, results of operations and financial condition;

Added

•Significant disruptions in the cryptocurrency markets could materially impair the value of our mining rigs, and prolonged low bitcoin prices could force us to idle mining rigs;

Added

•Prolonged power and internet outages, shortages or capacity constraints could harm our business;

Added

•We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency, AI and HPC hardware, potential trade restrictions and difficulty in obtaining new hardware, which may have a material adverse effect on our business;

Added

•The markets in which we participate are highly competitive, and as we enter new markets, we are competing against companies with greater resources and capitalization;

Added

•Our Strategic Agreement with Starwood subjects us to significant development, execution, financing and counterparty risks, and we may not realize the anticipated benefits of the transaction;

Added

•Our acquisition of Exaion exposes us to risks associated with international operations and the possibility of post-closing challenges to the transaction;

Added

•Our expansion into AI and HPC may divert resources from our core Bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity;

Added

•Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition;

Added

•Our AI and HPC business strategy may not perform as planned;

Added

•Intellectual property disputes related to digital asset technology could threaten our ability to operate;

Removed

•The U.S. political and economic environment could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by the new U.S. presidential administration may directly affect us and the global economy;

Added

•Loss of access to our private keys or data could result in a permanent loss of our digital assets;

Added

•Cybersecurity threats, including hacking and malware, could result in loss of digital assets, reputational damage, and business disruptions;

Added

•The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business;

Removed

•Geopolitical and economic crises could lead to increased uncertainty, large-scale selloffs of digital assets and a decline in bitcoin’s value, negatively impacting our business and stock price; and

Reworded

•The lack of legal recourse and insurance for our digital assets increases the risk of total loss in the event of theft or destruction.destruction;

Added

•Noise generated by our mining, AI and HPC operations poses regulatory, legal, operational and reputational risks;

Added

•The scheduled reduction of Bitcoin mining rewards due to halving events may decrease our revenue and could force us to cease mining operations; and

Added

•The adoption and long-term viability of digital asset networks is uncertain, and a decline in their growth or acceptance could negatively impact our business and the value of our stock.

Reworded

Risks Related to GovernmentalRegulatory, RegulationPolitical and EnforcementMacroeconomic Conditions

Removed

•The unregulated nature and lack of transparency of many bitcoin trading venues may expose us to fraud, security failures, and operational risks, potentially harming the value of our bitcoin holdings;

Reworded

•If bitcoin iswere classifieddetermined asto be a security, we maycould be subject to extensiveadditional regulation, which could result in significant compliance costs orand forceoperational us to cease certain operationslimitations;

Added

•Geopolitical and economic crises could lead to increased uncertainty, large-scale selloffs of digital assets and a decline in bitcoin’s value, negatively impacting our business and stock price;

Added

•The U.S. political and economic environment could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by the U.S. presidential administration may directly affect us and the global economy;

Removed

•Our bitcoin holdings could subject us to regulatory scrutiny and potential restrictions on future transactions;

Reworded

•Operating in foreign jurisdictions exposes us to political, legal, and regulatory risks that could negatively impact our financial condition; and

Added

•Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns;

Reworded

•TargetChanging energyenvironmental regulations and taxespublic energy policies could increase our costs and adversely affectthreaten our business.Bitcoin mining, AI or HPC operations;

Added

•Our interactions with the Bitcoin network may expose us to transactions with sanctioned individuals, leading to regulatory penalties and reputational harm;

Added

•The lack of a comprehensive and uniform regulatory framework governing many bitcoin trading venues may expose us to market structure risks, fraud, security failures and operational disruptions, which could adversely affect the value and liquidity of our bitcoin holdings; and

Added

•Targeted energy or property regulations and taxes could increase our costs and adversely affect our business.

Removed

•Our ongoing at-the-market stock issuances contribute to stockholder dilution and may intensify due to our HODL strategy;

Reworded

•The issuance, conversion, or exercise of convertible notes and other convertible securities, options, and warrants will dilute our stockholders’ ownership; and

Reworded

•Uncertainty in accounting standards for bitcoin and other cryptocurrencies may lead to financial restatements and business disruptions.disruptions;

Added

•Our ongoing at-the-market stock issuances contribute to stockholder dilution; and

Added

•The sale or availability of a substantial number of shares of our common stock may negatively impact our stock price.

Reworded

The market price of bitcoin is extremely volatile, and in fiscal 2024year 2025 the price range of bitcoin was between approximately $39,000$76,000 and $106,000.$126,000. The cost to mine a bitcoin is independent of the then current price of bitcoin, so when bitcoin prices are low, the cost per coin to mine may consume much of our available cash, limiting our ability to invest in expansion, upgrade mining equipment and infrastructure or fund other strategic initiatives. Additionally, because our revenue is primarily derived from mining bitcoin, our profitability fluctuates in direct correlation with bitcoin price movements. A decrease in bitcoin’s price results in a corresponding decrease in the value of the bitcoin we mine, reducing our revenues and profitability on a dollar-for-dollar basis. Given the volatility of bitcoin prices, we are unable to accurately predict our future growth trajectory or reliably forecast our revenue and profitability for any given reporting period. Our ability to expand our operations depends on our assumptions regarding bitcoin’s future price. If those assumptions are incorrect, and bitcoin prices fail to reach or sustain levels high enough to justify our capital expenditures, we may be unable to generate sufficient revenue to maintainachieve profitability or execute our growth strategy, which could materially and adversely impact our business, financial condition and results of operations.

Added

Our bitcoin holdings expose us to market volatility and liquidity risks.

Added

Historically, we have held bitcoin purchased or produced from our mining operations. As a result, we currently hold a substantial amount of bitcoin, and our financial condition is highly dependent on the market price of bitcoin. The market price of bitcoin has historically been volatile and subject to fluctuations due to regulatory developments, macroeconomic conditions, technological advancements, security incidents, market speculation and adoption trends.

Added

If the price of bitcoin declines significantly or remains low for an extended period, the value of our holdings could decrease materially, affecting our balance sheet and liquidity. Since we currently do not generate significant revenue from other business activities, a prolonged downturn in bitcoin’s price could make it difficult to cover operational expenses, service debt or fund strategic initiatives. In particular, we have multiple series of outstanding convertible senior notes, including two series with put rights exercisable in 2027, which could require us to repurchase such notes for cash prior to their stated maturity. If noteholders elect to exercise these put rights, we would be required to deploy significant cash resources at that time. In such circumstances, or in the event of other liquidity needs, adverse market conditions or financial pressures, we may need to sell a portion or all of our bitcoin holdings to meet our obligations.

Added

Any such sales could occur at times when market prices are unfavorable and could result in realized losses, including sales at prices below the carrying value reflected on our balance sheet, which would adversely affect our financial condition and results of operations. Additionally, our ability to monetize our bitcoin holdings may be constrained by market volatility, limited liquidity or regulatory restrictions. Any of these factors could adversely affect our financial stability and business prospects. While we believe our bitcoin holdings may create long-term value, there is no guarantee that they will generate the returns we expect or that we will be able to meet our obligations, including under our outstanding convertible notes, without negatively impacting our financial condition.

Added

Liquidity risk is the possibility that we will be unable to meet our financial obligations as they come due. To manage this risk, we use a planning and budgeting process to estimate the funds needed for ongoing operations and growth initiatives. In 2025, we settled our obligations using cash, cash equivalents, proceeds from the sale of bitcoin we produced, net proceeds from our offerings of convertible notes and stock sales pursuant to our at-the-market offerings. Additionally, in March 2025, we secured a $150.0 million line of credit, which increased the aggregate capacity under our bitcoin-collateralized lines of credit to $350.0 million as of December 31, 2025. If bitcoin’s price drops significantly, we may face margin calls on our borrowings, requiring us to post additional collateral or risk liquidation of collateralized bitcoin.

Reworded

Regulatory, commercialcommercial, and technical uncertainties may influence bitcoin prices.

Reworded

•public perception and media coverage of bitcoin and other digital assets;

Added

Our bitcoin lending and other digital asset management activities expose us to credit, market, liquidity and operational risks, and a material portion of our bitcoin holdings is subject to these risks.

Added

We generate income through bitcoin lending arrangements. As of December 31, 2025, approximately 9,377 bitcoin were loaned to third parties under such arrangements, representing a material portion of our total bitcoin holdings. Lending bitcoin involves significant counterparty credit risk, particularly in a highly volatile market. Our lending counterparties are not rated by nationally recognized statistical rating organizations and are not investment-grade institutions. Although we conduct internal credit evaluations and monitoring, these processes may not accurately assess a counterparty’s financial condition or ability to perform its obligations.

Added

Borrowers may fail to repay their loans due to market downturns, liquidity constraints, fraud, operational failures or other financial challenges. Because our bitcoin loans are generally unsecured, they would rank subordinate to secured indebtedness if a borrower became insolvent. In the event of a default, bankruptcy or other adverse event affecting a counterparty, we may be unable to recover a portion or all of the loaned bitcoin, which could result in substantial losses and materially and adversely affect our financial condition and results of operations.

Added

Additionally, digital asset lending activities are vulnerable to operational and cybersecurity risks. Technical failures, software bugs or system outages could disrupt lending activities, cause transaction errors or result in inaccurate record-keeping. Cybersecurity threats, including hacking, phishing, social engineering and other malicious attacks, pose further risks, potentially leading to the loss, theft or misappropriation of our loaned bitcoin. A successful cyberattack or security breach involving our loaned bitcoin could materially and adversely impact our financial position, reputation and ability to conduct future lending activities.

Added

During periods of market stress and extreme volatility, we may be unable to timely liquidate or hedge our bitcoin or related positions, and exchange-driven liquidations or auto-deleveraging could materially and adversely affect our liquidity, results of operations and financial condition.

Added

Our business model depends, in part, on our ability to sell bitcoin to fund operating expenses and capital investments and, as applicable, to manage risk through trading and hedging activities. In stressed markets, the ability to execute routine spot sales, reduce positions, or hedge exposure can be impaired by exchange outages, degraded market quality, fragmented liquidity, or exchange risk controls that limit trading. Periods of acute volatility can cause order books to thin rapidly as market makers withdraw, spreads widen, and prices dislocate across venues. At the same time, certain centralized exchanges may experience interface failures, throttling of order intake, rejection of “reduce-only” or risk reducing orders, delayed deposits and withdrawals, and other infrastructure constraints. In these conditions, we may be unable to sell bitcoin or adjust hedges at intended sizes or prices, or at all, precisely when we need liquidity most.

Added

Recent market events highlight these risks. In October 2025, a widespread “flash crash” in digital asset markets reportedly resulted in more than $19 billion of leveraged positions being liquidated over a brief period, with significant price dislocations, liquidity gaps, exchange outages, and the activation of auto-deleveraging (“ADL”) mechanisms and insurance funds across multiple trading venues. Participants reported order rejections, forced liquidations at prices disconnected from prevailing market levels, and constraints that prevented risk-reducing trades. When exchanges deploy ADL or similar controls, profitable or hedged positions can be forcibly closed, sometimes at disadvantageous prices, and without the ability to hedge the resulting exposure. These dynamics can amplify volatility and further diminish the ability of market participants to obtain liquidity during stress.

Added

If we are unable to sell bitcoin, unwind positions, or establish or maintain hedges during such periods, our liquidity could be adversely affected and our exposure to further price movements could increase. Our reliance on third-party exchanges and intermediaries and the concentration of liquidity in a limited number of venues may further limit our ability to respond quickly to market stress. Any of the foregoing could materially and adversely affect our results of operations, cash flows and financial condition, including by increasing realized losses, delaying planned sales of bitcoin, or reducing our capacity to fund operating or capital needs.

Removed

Our HODL strategy exposes us to market volatility and liquidity risks.

Showing the first 60 of 189 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

119new paragraphs
61removed paragraphs
37reworded paragraphs
8,139 → 9,263words in section

New heading “Capital Resources”

New heading “Bitcoin Mining Operations”

New heading “Costs and operating expenses”

New heading “Purchased energy, Operating and maintenance and Third-party hosting and other energy costs”

New heading “General and administrative”

New heading “Depreciation and amortization”

New heading “Change in fair value of digital assets”

New heading “Change in fair value of derivative instrument”

New heading “Taxes other than on income”

New heading “Early termination expenses”

New heading “Research and development”

New heading “Restructuring costs”

New heading “Other income (loss)”

New heading “Change in fair value of digital assets - receivable, net”

New heading “Net gain from extinguishment of debt”

New heading “Equity in net earnings of unconsolidated affiliate”

New heading “Interest income, Interest expense and Other”

New heading “Income tax benefit (expense)”

New heading “Operating Activities”

New heading “Investing Activities”

New heading “Financing Activities”

New heading “Sources of Liquidity and Capital Resources”

New heading “Bitcoin Holdings”

New heading “At-the-Market Offering Programs and Proceeds”

New heading “Liquidity and Capital Resources”

Removed heading “Bitcoin HODL and Acquisition Strategy”

Removed heading “Low Cost Strategy”

Removed heading “Mining Rig Capacity, Efficiency, and Hashrate”

Removed heading “Digital assets - receivable, net”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: fine, impairment, restructuring, goodwill

Paragraph as it now reads, with added and removed wording marked:

We define adjustedAdjusted EBITDA as (a) GAAP net income (loss) attributable to common stockholders plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring itemsitems, which currently include (i) stockstock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) earlyimpairment terminationof expensesgoodwill and other,other assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) net gain from extinguishment of debt.debt, We(vii) definenet totalgain/loss marginon excluding depreciationinvestments and amortization as (aviii) GAAPearly totaltermination margin less (b) depreciation and amortization.expenses.
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New text topics: impairment, goodwill
“During our annual goodwill impairment assessment for the year ended December 31, 2025, we determined that it was more likely than not that the fair value of our reporting unit was less than its carrying value and therefore performed a quantitative impairment test in accordance with Accounting Standard Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). …”
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New text topics: liquidity
“Sources of Liquidity and Capital Resources”
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New text topics: liquidity
“Liquidity and Capital Resources”
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New text topics: restructuring
“Restructuring costs”
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Reworded topics: tariff, inflation, recession

Paragraph as it now reads, with added and removed wording marked:

•Deteriorating macroeconomic conditions, including the impacts of inflationinflation, and increasedhigh interest rates, tariffs and trade wars, a prolonged recession, as well as instability in the banking system.system; and
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Reworded

BUSINESS OVERVIEW AND TRENDS

Reworded

MARA is a vertically integratedan energy and digital infrastructure company that leverages high-intensityBitcoin compute,mining suchand asartificial bitcoinintelligence mining,(“AI”) compute to monetize underutilizedexcess energy assetsand underutilized power and optimize power management.management Asacross its operations. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and working to develop and deploy a full suite of Decembersolutions 31,for 2024,data ourcenters and edge inference, including energy management and load balancing. Our total energy portfolio consistedconsists of approximately 1.71.9 gigawatts (“GW”) of capacity with 1618 data centers deployed acrossin North America, the Middle East, Europe, and Latin America. We believe we are one of the world’s largest publicly traded bitcoinBitcoin mining company,companies, with the majority of our production in the United States.

Removed

Historically, we were focused on establishing MARA as the largest and most efficient bitcoin miner. As of December 31, 2024, we operated approximately 400,000 bitcoin mining ASICs, capable of producing 53.2 EH/s with an efficiency of 19.2 joules per terahash, which is among the most efficient in the industry.

Removed

In 2024, we began our strategic transformation into a vertically integrated energy and digital infrastructure company to provide services and products, such as load management and immersion cooling systems, to data center operators and the energy sector. To support this transformation, we secured 300% more energy capacity, expanding our total energy portfolio from approximately 0.5 GW to approximately 1.7 GW, while increasing our owned data center portfolio capacity from nearly zero at the beginning of 2024 to approximately 70% to date. As part of this initiative, we secured approximately 1.2 GW of nameplate capacity across the United States.

Removed

In 2024, we adopted a full HODL strategy, retaining all bitcoin mined in our operations or opportunistically purchased in the open market using available cash and proceeds from private offerings of an aggregate principal amount of $2.2 billion of 2024 Convertible Notes. Using available cash and proceeds from the 2024 Convertible Notes, we purchased 22,065 bitcoin at an average price of $87,205 per bitcoin in 2024. As of December 31, 2024, we held approximately 44,893 bitcoin, of which 10,374 were loaned or collateralized.

Reworded

InWhile 2025,Bitcoin mining remains the foundation of our platform, we expecthave to remain the dominant player in bitcoin mining while expandingexpanded our footprint in energy generation and are investing in research and development to establish oura presence in AI and adjacent markets, creating additional revenue opportunities over the long term. We believe the AI industry is shifting towards inference computing, which requires distributed, low-latency, and energy-efficient infrastructure. To support this shift, we are developing modularinference-dedicated at the edge infrastructure solutions, including next-generation two-phase immersion cooling (“2PIC”) systems designed to improve efficiencysites and sustainability.forging partnerships that reflect our vision. We are also actively exploring power management solutions, including load balancing, to provide services to the variable energy demands of AI inference workloads.workloads and international expansion opportunities. We intend to continue verticallydeepening integratingour strategy and further reduce energy costs.

Added

2025 was a year of continued scale and strategic execution for MARA, as we further expanded our energized hashrate, improved fleet efficiency and deepened our position as an energy and digital infrastructure company. Building on our prior initiatives, we continued to grow our owned and operated sites and deployed capital with discipline while navigating increased volatility driven by changes in bitcoin prices.

Added

Alongside our Bitcoin mining foundation, we are in the process of taking initial steps to extend our platform beyond Bitcoin mining and into AI and high-performance computing (“HPC”) workloads, leveraging our core competencies in energy ownership, flexible load management, and rapid compute deployment.

Removed

2024 was a transformative year for MARA, as we more than doubled our exahash, significantly enhancing our mining capabilities and reinforcing our position as a leader in the bitcoin mining space. Historically, we utilized an asset-light strategy to significantly grow our market share. In 2024, we strategically transitioned into a vertically integrated energy and digital infrastructure company by acquiring five data centers which we own and operate, increasing our percentage of owned capacity to approximately 70%. This is a critical step toward achieving greater operational control and efficiency.

Removed

Additionally, we strengthened our bitcoin holdings through both mining activities and strategic use of convertible debt, further enhancing our financial position. As we continue to scale, our goal is for MARA to be recognized primarily as an energy and digital infrastructure company, transforming every available stranded electron into digital gold – bitcoin – while unlocking new value for our stakeholders in the evolving energy and digital asset landscape.

Reworded

Acquisitions and Partnerships

Removed

•Granbury, TX and Kearney, NE: In January 2024, we acquired two operational bitcoin mining sites totaling 390 MW of nameplate capacity. We believe our state-of-the-art 290 MW nameplate capacity data center in Granbury is one of the largest containerized liquid immersion-cooled sites worldwide. Since acquiring the site, profitability at the site has nearly doubled, we grew our hashrate to 12.1 EH/s in December 2024 and cost per petahash improved 45% during the year to 29.8. In addition, we have made significant investments in the local community and continue to be a strategic partner.

Removed

•Garden City, TX: In April 2024, we acquired an operational bitcoin mining site with 132 megawatts of operational capacity and 200 MW of nameplate capacity.

Removed

•Hannibal, Hopedale, and Findlay, OH: In November 2024, we acquired two operational data centers with 222 MW of interconnect-approved capacity. In addition to the acquired data centers, we began developing a 150 MW greenfield operational data center in Findlay, Ohio.

Reworded

•Wind Farm - Hansford County, TX: In February 2025, we acquired a wind farm withtotaling 240 megawatts (“MW”) of interconnection capacity and 114 MWmegawatts of nameplate wind capacity.

Added

•MPLX: In November 2025, we announced a letter of intent with MPLX LP aimed at expanding our access to lower-cost natural gas and scalable power capacity to support the development of on-site power generation and compute infrastructure. We remain actively engaged in evaluating a transaction structure that aligns with our disciplined capital allocation strategy.

Added

•Meerkat Acquisition - Central Nebraska: Subsequent to year end, in January 2026, we increased our footprint in Nebraska through an acquisition of a 42 MW of total capacity data center adjacent to an existing site, expanding our Nebraska campus by approximately 40%.

Added

•Exaion: Subsequent to year end, in February 2026, we acquired a majority equity interest in Exaion SaS (“Exaion”), a subsidiary of EDF Pulse Ventures, strengthening our position in high-performance computing and secure cloud and AI infrastructure.

Added

•On February 26, 2026, we announced our Strategic Agreement with Starwood, marking an important step toward our AI and HPC initiatives. Under the Strategic Agreement, we will jointly develop, finance and operate AI and HPC infrastructure on select power-rich sites within our existing portfolio.

Added

•As of December 31, 2025, 28% of our bitcoin holdings had been activated by our digital asset management strategy.

Added

•Under our lending arrangements, a total of 9,377 bitcoin were loaned to counterparties, generating approximately $32.1 million of interest income during the year.

Added

•Historically, we held the bitcoin we produced as a long-term investment. In the second half of 2025, we began selling bitcoin to fund operations. In 2026, we expect to continue to monetize bitcoin opportunistically to enhance our financial flexibility, including to provide liquidity or to fund capital projects and other initiatives that we believe enhance long-term shareholder value, subject to market conditions and our capital allocation priorities.

Added

Capital Resources

Added

•2025 At-the-Market (“ATM”): In March 2025, we commenced a new at-the-market offering program having an aggregate offering price of $2.0 billion. We did not sell any shares through the ATM during the fourth quarter of 2025.

Added

•August 2032 Notes: In July 2025, we issued an aggregate principal amount of $1.0 billion in a 0.0% senior note. Using a portion of the proceeds from the August 2032 Notes, we purchased 860 bitcoin at an average price of $116,117 per bitcoin

Removed

•Bitcoin Halving: On April 19, 2024, a halving event occurred on the Bitcoin network. The halving event reduced the block subsidy by half from 6.25 to 3.125 bitcoin per block. Transaction fees, which together with the block subsidy, comprise the block reward for successfully solving a block, are not directly impacted by the halving.

Removed

•Kaspa Mining: During the second quarter of 2024, we announced our Kaspa mining operations, and have continued to utilize Kaspa sales proceeds to fund operations, thereby enabling us to hold a larger amount of bitcoin.

Removed

•Line of Credit: In October 2024, we secured a $200.0 million line of credit, collateralized by a portion of our bitcoin holdings. We used the funds for general corporate purposes. As of December 31, 2024, approximately 2,997 bitcoin remained collateralized in connection with the line of credit.

Removed

•Bitcoin Lending Arrangements: Throughout the fourth quarter of 2024, we entered into lending arrangements with various counterparties to generate yield from our loaned bitcoin. As of December 31, 2024, a total of 7,377 bitcoin, or approximately $688.7 million, has been loaned to counterparties.

Removed

Bitcoin HODL and Acquisition Strategy

Removed

During 2024, we adopted a HODL strategy, retaining all bitcoin mined in our operations or opportunistically purchased in the open market using available cash and proceeds from private offerings of an aggregate principal amount of $2.2 billion of 2024 Convertible Notes in private offerings. Using available cash and proceeds from the 2024 Convertible Notes, we purchased 22,065 bitcoin at an average price of $87,205 per bitcoin in 2024.

Removed

The following table presents our bitcoin digital asset holdings (including loaned and collateralized bitcoin) and the fair value per coin:

Removed

Low Cost Strategy

Removed

We aim not only to own and operate our infrastructure, but also energy generation assets. To achieve this, we will continue to identify potential sites where we can generate low cost energy. By owning energy assets, we can optimize how power is consumed, stored, and distributed. This allows us to better serve data centers, AI operators, and energy markets. We can co-locate with them, balance their load, and generate revenue to offset costs in ways that grid-reliant miners simply cannot. We have spent the last several months methodically executing a plan to build infrastructure that is not just about mining bitcoin, but about being the lowest-cost producer in an environment where efficiency and adaptability are paramount.

Removed

•We launched a 25 MW micro data center initiative at wellheads in Texas and North Dakota, converting excess flared gas into power for our operations. These sites reduce our reliance on grid power and provide us with the lowest cost per bitcoin of our currently operational sites.

Removed

•The wind farm in Hansford County, Texas will utilize prior-generation ASIC mining hardware to provide an avenue for the hardware to continue operating profitably beyond its normal lifecycle.

Removed

•In Finland, we deployed two pilot projects to recycle heat from our operations, providing heat to communities with a total population of approximately 80,000 residents. These sites offset our production costs through heat sales while reducing the local communities’ reliance on high carbon emitting biomass and delivering renewable and more affordable heating to communities.

Added

Bitcoin Mining Operations

Added

In response to an increased demand for bitcoin, we anticipate additional mining operators entering the market and existing competitors scaling their operations, which will grow the blockchain’s network hashrate and difficulty associated with solving a new block. To maintain our competitive position, we will need to expand our hashrate accordingly and continue investing in efficient mining operations.

Added

During the year ended December 31, 2025, we mined 8,799 bitcoin, a decrease of 631 bitcoin, or 7%, from the prior year period. The decrease was primarily due to the result of the April 2024 halving event, an increase in the global hashrate and network difficulty level, the temporary deployment of less efficient miners while damages at our mining site were remediated and power curtailment limitations.

Added

As of December 31, 2025, we owned approximately 490,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM Entity, with an energized hashrate of approximately 66.4 EH/s. To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve. In addition, we continuously evaluate strategic opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.

Added

The following table presents our computing power and miner efficiency as of December 31, 2025, 2024 and 2023:

Added

(1) We define Energized hashrate as the total hashrate that could theoretically be generated if all mining rigs that have been operational are currently in operation and running at 100% of manufacturers’ specifications. We use this metric as an indicator of progress in bringing mining rigs online. We believe this metric is a useful indicator of potential bitcoin production. However, metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of hashrate (b) we cannot predict when operational mining rigs may be offline for any reason, including curtailment or machine failure and (c) we cannot predict global hashrate (and therefore our share of the global hashrate), which has a significant impact on our ability to generate bitcoin in any given period.

Added

(2) The average number of joules of energy required to produce one terahash of computing power.

Added

(3) Total energy capacity represents the maximum amount of electricity our facilities can utilize for our operations.

Reworded

Our revenues are generally comprised of block rewards earned in bitcoin as a result of successfully solving blocks, and transaction fees earned for verifying transactions in support of the blockchain. After the halving event of April 2024, the current reward for each solved block is equal to 3.125 bitcoin plus transaction fees. The impacts of halving on our results of operations and financial condition may be exacerbated by changes in the market value of bitcoin, which has historically been subject to significant volatility. For example, as of December 31, 2024,2025, the price of a bitcoin was $93,354,$87,498, compared to $42,288$93,354 as of December 31, 2023. We held approximately 44,893 bitcoin, including loaned and collateralized bitcoin, on our Consolidated Balance Sheets with a carrying value of approximately $4.2 billion as of December 31, 2024, which value may be materially impacted as the market value of bitcoin fluctuates. Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.2024.

Added

Historically, we have held bitcoin produced from our mining operations or purchased on the open market on our Consolidated Balance Sheets. In 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations, and in 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet. Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.

Added

As of December 31, 2025, we held approximately 53,822 bitcoin, including 15,315 bitcoin under our digital asset management strategy, on our Consolidated Balance Sheets, with a carrying value of approximately $4.7 billion. The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.

Added

The following table presents our total bitcoin holdings, including bitcoin under our digital asset management strategy, and the fair value per bitcoin:

Removed

Mining Rig Capacity, Efficiency, and Hashrate

Removed

In response to an increased demand for bitcoin, we anticipate additional mining operators entering the market and existing competitors scaling their operations, which will grow the blockchain’s network hashrate and difficulty associated with solving a block. As the overall hashrate and difficulty of the Bitcoin network increases, we will need to continue growing our hashrate and remain competitive. During 2024, we mined 9,430 bitcoin, a decrease of 3,422 bitcoin, or 27%, over the prior year period. As of December 31, 2024, we operated approximately 400,000 mining rigs globally, with energized hashrate approximately 53.2 exahashes per second. To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve. In addition, we continuously evaluate strategic opportunities to support our growth strategy, and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.

Reworded

Energy cost is the most significant cost driver for Bitcoin mining and represented 38.5% and 40.8%, as a percentage of our owned mining revenues for the yearyears ended December 31, 2024.2025 and 2024, respectively. This excludes energy costs from third partythird-party hosted sites.

Reworded

Energy cost can be highly volatilevolatile, cyclical and sensitive to geopolitical events and weather conditions,conditions or natural disasters, such as winterweather-related storms and earthquakes, which impact supply and demand for power regionally. All of our owned mining sites and our miners at third-party hosted minerssites are subject to variable prices and market rate fluctuations with respect to wholesale energy costs. Such costs are governed by various power purchase agreements, and energy prices can change hour to hour and by location. While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency. When suchprices eventsrise occur,or supply is constrained, we may curtail our operations to avoid using power at increased rates. Although we do not directlyreceive receivesignificant compensation for curtailment, the dispatchable load of our bitcoinBitcoin mining operations helps balance the grid and provides electricity to communities when in need. The average price forof direct energy we paid infor our owned facilities was $0.04 per kilowatt hour (“kWh”) for theboth yearyears ended December 31, 20242025 wasand $0.04 per KWh.2024.

Added

(1) We did not own any facilities as of December 31, 2023; therefore, comparisons to December 31, 2023 are not meaningful.

Added

(2) Purchased energy costs per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations. In addition to the impact of the April 2024 halving event, purchased energy costs increased due to broad-based increases in energy costs.

Added

(3) In 2024, the Company scaled its mining operations through acquisitions and deployment of additional infrastructure, resulting in an increase in its share of BTC block rewards. The growth was partially mitigated by the April 2024 halving event.

Added

(4) Purchased energy costs per kWh is calculated using the amounts paid to power providers for power consumed divided by the kWh consumed related to our owned Bitcoin mining operations.

Added

In addition to energy costs incurred at our owned mining sites, third-party hosting and other energy costs remain a significant part of our overall cost structure and are subject to similar volatility and market dynamics. For the years ended December 31, 2025, 2024 and 2023, these costs totaled $292.2 million, $257.3 million and $212.3 million, respectively, reflecting both the expansion of our hosted mining operations and higher variable energy pricing at third-party facilities. Our hosting arrangements typically include energy charges, as well as maintenance and management fees for colocation and operational support. Such hosting arrangements have contractual commitments extending over the next three years and minimum future payments of approximately $461.5 million.

Added

We continue to actively manage these costs by renegotiating contracts, evaluating alternative providers and transitioning certain hosted sites to self-owned mining sites as agreements expire. This approach is intended to enhance operational flexibility, mitigate exposure to energy price volatility and support long-term profitability as our business continues to scale.

Added

As the second-largest corporate holder of bitcoin globally, our strategy is focused on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings. We view bitcoin as a productive asset, a source of liquidity, returns, and long-term capital appreciation. By activating a portion of our holdings through lending, structured trading arrangements, and collateralized financing, we seek to generate incremental income to help fund operations, expand infrastructure, and reduce our cost of capital. Our strategy balances upside participation in bitcoin appreciation with near-term cash flow generation, while maintaining substantial liquidity to respond to market opportunities.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-11 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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New heading “The acquisition of the Project Company is subject to certain conditions and may not be consummated on the anticipated timeline, or at all, and the failure to complete the acquisition could adversely affect our business, financial condition and results of operations.”

New heading “Our level of debt may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions.”

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New text topics: default, covenant
“Our ability to meet our debt service obligations, comply with our debt covenants and deleverage depends on our cash flows and financial performance, which are affected by financial, business, economic and other factors. The rate at which we will be able to or choose to deleverage is uncertain. Failure to meet our debt service obligations or comply with our debt covenants could result in an event of default under the applicable indebtedness. …”
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“Our level of debt may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions.”
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“The acquisition of the Project Company is subject to certain conditions and may not be consummated on the anticipated timeline, or at all, and the failure to complete the acquisition could adversely affect our business, financial condition and results of operations.”
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“We utilize debt financings in our capital structure and may incur additional debt in the future. …”
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“In addition, we maintain a significant amount of indebtedness that is secured by substantially all of our bitcoin holdings. If bitcoin’s price drops significantly, we may face margin calls on our borrowings, requiring us to post additional collateral or risk liquidation of collateralized bitcoin. We also utilize convertible debt in our capital structure. In the event that holders of our convertible debt exercise conversion rights, we may be required to settle the principal amount of any converted notes in cash. …”
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“The acquisition of the Project Company is subject to a number of conditions that may not be satisfied or waived, including receipt of necessary regulatory approvals and the fulfillment of certain obligations by third parties. We cannot guarantee that all conditions will be satisfied or that the acquisition will be completed on the anticipated timeline, or at all. The results of the acquisition may differ significantly depending on which conditions, if any, are met. …”
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To finance a portion of the approximately $1.5 billion purchaseenterprise price,value, we have obtained a commitment from Barclays Bank PLC to provide a 364-day senior secured bridge term loan facility of up to $785.0 million, subject to customary conditions. There can be no assurance that we will be able to draw on this facility or secure alternative or permanent financing on acceptable terms, or at all, which could prevent or delay the closing and materially adversely affect our business and financial condition.

Reworded

Even if the acquisition is consummated, we may not realize the anticipated strategic and financial benefits, including expected accretion to profitability, expansion of our power generation capacity, which currently stands at 485 MW nameplate capacity and is expected to increase to 505 MW in the secondfirst halfquarter of 2026,2027, and development of additional HPC and digital infrastructure at our Hannibal, Ohio campus. Integration may prove more difficult, costly or time-consuming than anticipated, and we may face unanticipated liabilities, regulatory challenges or operational disruptions. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities.

Added

The acquisition of the Project Company is subject to certain conditions and may not be consummated on the anticipated timeline, or at all, and the failure to complete the acquisition could adversely affect our business, financial condition and results of operations.

Added

The acquisition of the Project Company is subject to a number of conditions that may not be satisfied or waived, including receipt of necessary regulatory approvals and the fulfillment of certain obligations by third parties. We cannot guarantee that all conditions will be satisfied or that the acquisition will be completed on the anticipated timeline, or at all. The results of the acquisition may differ significantly depending on which conditions, if any, are met. For example, if ERCOT does not approve the allocation of all or a portion of the contracted 2,000 MW of power to the site, then MARA may exercise its right to terminate the acquisition. Alternatively, if certain conditions are met, but others are not met, MARA may be required to pay material amounts of consideration to the seller for the Project Company while being unable to use the site for its intended purpose. The acquisition, including the satisfaction of all associated conditions, represents a key component of our digital energy infrastructure strategy, and a failure of any one of the conditions to the acquisition would delay or prevent our planned development of HPC and digital infrastructure at the site, requiring us to identify and pursue alternative means of executing on our strategy, which may not be available on acceptable terms or at all.

Added

Under the membership interest purchase agreement, MARA may be required to pay up to $600.0 million in aggregate consideration for the Project Company. There can be no assurance that we will be able to secure financing on acceptable terms, or at all, which could prevent or delay the acquisition and materially adversely affect our business and financial condition.

Added

Even if the acquisition is consummated, we may not realize the anticipated strategic and financial benefits, including expansion of our power generation capacity and development of additional HPC and digital infrastructure. Integration may prove more difficult, costly or time-consuming than anticipated, and we may face unanticipated liabilities, operational disruptions or regulatory challenges, including the directive by the Governor of the State of Texas on August 3, 2026 requiring ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT’s interconnection projects before any data center project moves forward. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities.

Added

Our level of debt may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions.

Added

We utilize debt financings in our capital structure and may incur additional debt in the future. Our level of debt could have significant consequences, including limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes; imposing financial and other restrictive covenants on our operations, including restrictions on our ability to use or sell our collateralized bitcoin, making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.

Added

Our ability to meet our debt service obligations, comply with our debt covenants and deleverage depends on our cash flows and financial performance, which are affected by financial, business, economic and other factors. The rate at which we will be able to or choose to deleverage is uncertain. Failure to meet our debt service obligations or comply with our debt covenants could result in an event of default under the applicable indebtedness. We may be unable to cure, or obtain a waiver of, an event of default or otherwise amend our debt agreements to prevent an event of default thereunder on terms acceptable to us or at all. In that event, the debt holders could accelerate the related debt, which may result in the cross-acceleration or cross-default of other debt or other obligations.

Added

In addition, we maintain a significant amount of indebtedness that is secured by substantially all of our bitcoin holdings. If bitcoin’s price drops significantly, we may face margin calls on our borrowings, requiring us to post additional collateral or risk liquidation of collateralized bitcoin. We also utilize convertible debt in our capital structure. In the event that holders of our convertible debt exercise conversion rights, we may be required to settle the principal amount of any converted notes in cash. If we do not have sufficient funds available to repay indebtedness when due, whether at maturity, by acceleration or upon conversion, or to post additional collateral upon the issuance of a margin call, we may be required to sell important strategic assets; refinance our existing debt; incur additional debt or issue common stock or other equity securities, which we may not be able to do on terms acceptable to us, in amounts sufficient to meet our needs, or at all. Our inability to service our debt obligations or refinance our debt could harm our business. Further, if we are unable to repay, refinance or restructure our secured indebtedness, the holder of such debt could proceed against the collateral securing the indebtedness. Refinancing our indebtedness may also require us to expense previous debt issuance costs or to incur new debt issuance costs.

Added

We may from time to time seek to further refinance our substantial indebtedness by issuing additional shares of common stock or other securities that are convertible into common stock or grant the holder the right to purchase common stock, each of which may dilute our existing stockholders, reduce the value of our common stock, or both.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”

New heading “Costs and operating expenses (income)”

New heading “Purchased energy, Operating and maintenance and Third-party hosting and other energy costs”

New heading “General and administrative”

New heading “Depreciation and amortization”

New heading “Change in fair value of digital assets”

New heading “Change in fair value of derivative instrument”

New heading “Impairment of assets”

New heading “Taxes other than on income”

New heading “Research and development”

New heading “Restructuring costs”

New heading “Other income (loss)”

New heading “Change in fair value of digital assets - receivable, net”

New heading “HIF Acquisition”

Removed heading “Long Ridge Acquisition”

Removed heading “Digital Asset Management”

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We define Adjusted EBITDA as (a) GAAP net income (loss attributable to common stockholders) plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items, which currently include (i) stock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of goodwill and other assets, (iv) restructuring costs, (ivv) acquisition and integration costs, (vvi) litigation settlement, (vii) net gain from extinguishment of debt and (viviii) net gain/loss on investments.
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“Restructuring costs for the three months ended June 30, 2026 were $1.8 million, reflecting an additional reserve established during the quarter in connection with the 2026 Restructuring Plan (as defined below) relating to contract termination and employee separation costs. There were no such costs in the prior year period.”
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“During the first quarter of 2026, management committed to and initiated the 2026 Restructuring Plan in response to our strategic decision to reallocate resources as part of the strategic shift toward AI and critical IT. As part of the 2026 Restructuring Plan, we realigned our business operations and reduced our workforce by approximately 15%, providing combined annualized savings of $12.0 million. …”
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New text topics: restructuring, ai
“During the first quarter of 2026, management committed to and initiated a restructuring plan (the “2026 Restructuring Plan”) in response to our strategic decision to reallocate resources as part of the strategic shift toward AI and critical IT. As part of the 2026 Restructuring Plan, we realigned our business operations and reduced our workforce by approximately 15%, providing combined annualized savings of $12.0 million. …”
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Reworded

You should read the following discussion and analysis together with our financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended MarchJune 31,30, 2026 (this “Quarterly Report”).

Reworded

MARA is aan owner, developer and operator of digital infrastructure company built to convert energy into high-value compute workloads. We primarily leverage Bitcoin mining serves as the foundation of our corebusiness, business. Building on this foundation,and we have begun pursuing opportunities to expand our infrastructure capacity into adjacent high-value workloads, including artificial intelligence (“AI”), high-performance computing (“HPC”) and critical IT.information technology (“IT”). We are vertically integrated across power, land and compute, with a portfolio of energized utility-scale power assets and a decade of large-scale compute operating experience. As our expansion progresses, we intend to allocate capacity across workloads based on economics and demand to optimize asset utilization.

Reworded

2.Build AI and digital infrastructure at scale. We are developing large-scale data center campuses.campuses, including co-located generation, land, water access and grid interconnection, to serve the growing demand for training, inference and critical IT workloads, with the goal of increasing the proportion of revenue derived from these higher-value workloads.

Reworded

As of MarchJune 31,30, 2026, our total energy portfolio consists of approximately 1.9 gigawatts (“GW”) of capacity across 19 data centers in North America, the Middle East, Europe, and Latin America.

Added

The term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol which implements a highly available, public, permanent, and decentralized ledger. The terms “bitcoin” with a lower case “b” and “BTC” are used to denote the digital asset, bitcoin.

Removed

Long Ridge Acquisition

Removed

On April 29, 2026, we, through our wholly owned subsidiary MARA USA Corporation, entered into an equity purchase agreement to acquire 100% of the issued and outstanding membership interests in Long Ridge Energy & Power LLC (“Long Ridge”) from subsidiaries of FTAI Infrastructure Inc. for a base purchase price of approximately $1.5 billion, subject to customary purchase price adjustments, including the assumption of Long Ridge’s existing indebtedness. The acquisition is expected to close in the second half of 2026, subject to regulatory approvals under the Hart-Scott-Rodino Act and from the Federal Energy Regulatory Commission, as well as satisfaction of other customary closing conditions.

Removed

Long Ridge’s assets include a 505 megawatt (“MW”) nameplate capacity combined-cycle gas turbine power plant in Hannibal, Ohio (currently authorized to sell 485 MW and expected to increase to the full 505 MW in the second half of 2026) and over 1,600 contiguous acres with access to water, fiber, and rail infrastructure. The facility operates within the PJM interconnection with approximately 100 million cubic feet per day of vertically integrated fuel supply and long-dated power hedge agreements, and all-in operating costs are expected to be less than $15 per MWh. The facility is adjacent to our existing Hannibal, Ohio Bitcoin mining site.

Removed

We believe the Long Ridge site is distinctly positioned to support multiple monetization pathways over time, including AI, HPC, critical IT workloads, flexible compute operations (including Bitcoin mining) and wholesale power generation into the PJM grid. The Hannibal campus has attracted interest from potential investment-grade tenants. We expect to commence construction of an initial AI and critical IT build out in the first half of 2027, with initial capacity targeted to be ready for service in mid-2028.

Removed

To finance the acquisition, we entered into a commitment letter with Barclays Bank PLC (“Barclays”) pursuant to which Barclays committed to provide a 364-day senior secured bridge term loan facility in an aggregate principal amount of up to $785.0 million, which is intended to backstop the assumption of Long Ridge’s existing indebtedness. The equity purchase agreement may be terminated by either party if the acquisition has not closed by November 30, 2026 (or June 30, 2027 if certain regulatory conditions remain unsatisfied). Under certain circumstances, we may be required to pay a termination fee of $75.0 million.

Reworded

Highlights from the quarter ended MarchJune 31,30, 2026:

Removed

•On January 21, 2026, we increased our footprint in Central Nebraska through an acquisition of a 42 MW total capacity data center adjacent to an existing site, expanding our Nebraska campus capacity by approximately 40%.

Removed

•On January 29, 2026, we secured a $150.0 million line of credit, collateralized by a portion of our bitcoin holdings. We utilized the proceeds, together with proceeds from bitcoin sales, to fully repay $350.0 million of our Previous Line of Credit.

Removed

•On February 20, 2026, we acquired a majority equity interest in Exaion SaS (“Exaion”), a subsidiary of EDF Pulse Holding, strengthening our position in high-performance computing and secure cloud and AI infrastructure.

Removed

•On February 26, 2026, we announced a strategic agreement (the “Strategic Agreement”) with Starwood Digital Ventures (“Starwood”), marking an important step toward our AI and high-performance computing (“HPC”) initiatives. Under the Strategic Agreement, we will jointly develop, finance and operate AI and HPC infrastructure on select power-rich sites within our existing portfolio.

Removed

•During the quarter, we repurchased approximately $1.0 billion of our 0.00% convertible senior notes. In connection with the repurchases, we sold approximately 15,133 bitcoin, generating proceeds of approximately $1.1 billion, used to fund the notes repurchase transactions, with the remainder of the proceeds available for general corporate purposes. Refer to Note 13 – Debt, in the notes to our Condensed Consolidated Financial Statements for further information.

Removed

•During the quarter, we committed to and initiated a restructuring plan (the “2026 Restructuring Plan”) focused on improving operational efficiency and aligning resources with our strategic objectives. As a result, we incurred restructuring costs of approximately $45.9 million.

Reworded

•SubsequentOn toApril quarter29, end,2026, we entered into an equity purchase agreement to acquire Long Ridge Energy & Power LLC (“Long Ridge”) for an approximately $1.5 billion.billion enterprise value. In connection with the Long Ridge equity purchase agreement, we entered into a commitment letter with Barclays Bank PLC (“Barclays”) to provide a senior secured bridge term loan facility for an aggregate amount of up to $785.0 million.

Added

•Subsequent to quarter end, we entered into a membership interest purchase agreement with HIF USA LLC (“HIF”) to acquire all of the issued and outstanding membership interests of MAT 1177 LLC (the “Project Company”), securing rights to a site in Matagorda County, Texas with access to 2,000 megawatts (“MW”) of power capacity for an aggregate purchase price of up to $600.0 million. We intend to develop the site into a large-scale digital infrastructure campus supporting high-performance computing and Bitcoin mining operations.

Added

•Subsequent to quarter end, we entered into two bitcoin-backed credit facilities with Coinbase Credit, Inc. (“Coinbase”) and Two Prime Lending Limited (“Two Prime”) providing for an aggregate $600.0 million of incremental borrowings. In addition, we refinanced our existing $150.0 million borrowing with Coinbase (the “2026 Line of Credit”) and consolidated it into the new Coinbase facility. The facilities were initially collateralized by 18,750 bitcoin. Proceeds are expected to be used for general corporate purposes, including funding a portion of the cash consideration for the Long Ridge acquisition.

Added

With the closing of the Long Ridge acquisition and the full energization of the site in Matagorda County, Texas, our potential portfolio of power capacity is expected to expand to approximately 4.8 GW.

Added

During the six months ended June 30, 2026, we mined 4,669 bitcoin, an increase of 25 bitcoin, or 1%, from the prior year period. The increase was primarily due to an increase in our average operational hashrate driven by the continued fleet expansion and the energization of new mining capacity, partially offset by an increase in the global hashrate, resulting in higher network difficulty and fewer blocks mined. In addition, our mining operations provide operational flexibility, as mining equipment can be rapidly deployed at newly energized sites to generate revenue as AI infrastructure is developed, maintaining productive utilization of our energy assets throughout the development cycle.

Removed

During the three months ended March 31, 2026, we mined 2,247 bitcoin, a decrease of 39 bitcoin, or 2%, from the prior year period. The decrease was primarily due to an increase in the global hashrate, resulting in higher network difficulty and fewer blocks mined, partially offset by an increase in our average operational hashrate driven by the continued fleet expansion and the energization of new mining capacity.

Reworded

As of MarchJune 31,30, 2026, we owned approximately 495,000440,000 mining rigs globally, including our share of mining rigs from our equity method investee, the Abu Dhabi Global Markets company (the “ADGM Entity”), with an energized hashrate of approximately 72.270.3 exahashes per second (“EH/s”). To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve. In addition, we continuously evaluate strategic opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing supply contracts. DuringAt the quarterbeginning of the year, we purchased 2.4 EH of next-generation used application-specific integrated circuit (ASIC) miners, still under warranty, at below-market prices, to replace legacy machines and enhance operational efficiency. We continued this strategy during the second quarter of 2026 by entering into an agreement to purchase additional miners. Going forward, we expect to make smaller, targeted replacements only when the economics are accretive, rather than large-scale purchases.

Reworded

The following table presents our computing power and miner efficiency as of MarchJune 31,30, 2026 and 2025:

Reworded

(1) We define “Energized hashrate” as the total hashrate that could theoretically be generated if all mining rigs that have been operational are currently in operation and running at 100% of manufacturers’ specifications. We use this metric as an indicator of progress in bringing mining rigs online. We believe this metric is a useful indicator of potential bitcoin production. However, metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of hashratehashrate, (b) we cannot predict when operational mining rigs may be offline for any reason, including curtailment or machine failurefailure, and (c) we cannot predict global hashrate (and therefore our share of the global hashrate), which has a significant impact on our ability to generate bitcoin in any given period.

Reworded

Our revenues are generally comprised of block rewards earned in bitcoin as a result of successfully solving blocks, and transaction fees earned for verifying transactions in support of the blockchain. Historically, we have held bitcoin produced from our mining operations or purchased on the open market on our Condensed Consolidated Balance SheetsSheets, and in 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations. In 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet. Accordingly, we may hold bitcoin for long-term investment purposes and may also sell bitcoin from time to time, as well as purchase bitcoin opportunistically, in each case subject to market conditions and our capital allocation priorities. During the threesix months ended MarchJune 31,30, 2026, we sold approximately 20,88023,093 bitcoin as part of our strategy to fund operations, support growth opportunities and manage liquidity.

Reworded

As of MarchJune 31,30, 2026, we held approximately 35,30335,577 bitcoin, including 9,9959,270 bitcoin under our digital asset management strategy, on our Condensed Consolidated Balance Sheets, with a carrying value of approximately $2.4$2.1 billion. The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute our long-term growth strategy.

Added

Management believes our recent investments, relative position and liquidity, support the execution of our long-term growth strategy.

Reworded

Energy cost is the most significant cost driver for Bitcoin mining and represented 52.5%54.9% and 38.3%,34.1%, as a percentage of our owned mining revenues for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 53.8% and 36.1% for the six months ended June 30, 2026 and 2025, respectively. The increase in energy costs as a percentage of owned mining revenues for both periods was primarily driven by a decline in bitcoin prices, which reduced owned mining revenues, combined with higher purchased energy costs resulting from the continued expansion of our owned mining operations, partially offset by improvements in fleet efficiency year over year. This excludes energy costs from third-party hosted sites.

Reworded

OurFor the six months ended June 30, 2026, our ability to access power at $0.04 per kilowatt hour (“kWh”) across our owned and operated sites provides the economic foundation for each of our workloads across AI, HPC, critical IT, and Bitcoin mining. We believe that owning and controlling power at this scale and cost allows us to allocate energy dynamically across workloads based on market conditions and demand, maximizingseeking to maximize the economic return on each megawatt under our control.

Reworded

In addition to energy costs incurred at our owned mining sites, third-party hosting and other energy costs remain a significant part of our overall cost structure and are subject to similar volatility and market dynamics. For the three months ended MarchJune 31,30, 2026 and 2025, these costs totaled $70.0$69.2 million and $68.2$69.0 million, respectively, and for the six months ended June 30, 2026 and 2025, these costs totaled $139.2 million and $137.2 million, respectively, reflecting both the expansion of our hosted mining operations and higher variable energy pricing at third-party facilities. Our hosting arrangements typically include energy charges, as well as maintenance and management fees for colocation and operational support. Such hosting arrangementsarrangements, excluding the commodity swap contract acquired in a previous acquisition, have contractual commitments extending over the next two years and minimum future payments of approximately $374.5$308.5 million. Our most significant third-party hosting arrangements are scheduled to expire, beginning in the third quarter of 2027 and expected to fully conclude during the first quarter of 2028. These expirations are expected to eliminate third-party hosting costs and improve our cost per kWh over time as the arrangements expire.

Removed

Digital Asset Management

Reworded

As one of the largest corporate holders of bitcoin globally, our strategy is focused on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings. We view bitcoin as a productive asset, a source of liquidity, returns, and long-term capital appreciationasset and may activate a portion of our holdings through lending, structured trading arrangements, and collateralized financing. We seekfinancing to generate incremental income to helpincome, fund operations, expand infrastructure, and reduce our cost of capital. Our strategy balances upside participation in bitcoin appreciation with near-term cash flow generation, while maintaining substantial liquidity to respond to market opportunities. These activities are intended to complement our core mining operations by providing additional sources of liquidity and income.

Reworded

As of MarchJune 31,30, 2026, we held a total of 35,30335,577 bitcoin, including 9,9959,270 bitcoin that were loaned or pledged as collateral.collateral, As such,representing approximately 28%26% of our total holdings were activated through our digital asset management strategy.holdings. During the three and six months ended MarchJune 31,30, 2026, the fair value of our bitcoin holdings decreased approximately $1.0$343.0 million and $1.4 billion, primarilyrespectively, due to the significant decline in thebitcoin’s market priceprice. ofPartially offsetting this decline, we generated interest income from our bitcoin duringlending theactivities quarter.and recognized net investment income (loss) from our bitcoin trading activities.

Removed

Partially offsetting this decline, we generated interest income from our bitcoin lending activities and recognized net investment income from our bitcoin trading activities for the three months ended March 31, 2026.

Reworded

Historically, we held the bitcoin we produced as a long-term investment and inIn 2025, we changed our strategy to permit sales of bitcoin generated from operations. In 2026, we expanded this strategy to allow for sales of bitcoin held on our balance sheet. Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.

Removed

Treasury

Reworded

We retain the majority of our bitcoin holdings as a treasury asset,asset under our bitcoin investment approach, to preservefor long-term exposure to fair value appreciation while also serving as an available source ofand liquidity. Consistent with this approach, we may monetize a portion of our bitcoin holdings from time to time, including through sales of bitcoin held on our balance sheet. We hold our bitcoin across multiple custodial wallets to mitigate counterparty risk and avoid concentration with any single custodian.risk.

Reworded

We have entered into lending arrangements with various counterparties to generate additional returns on our bitcoin holdings. As of MarchJune 31,30, 2026, we had loaned out a total of 5,7424,742 bitcoinbitcoin, thatwhich generated $6.4$4.3 million and $10.7 million of interest income for the three and six months ended MarchJune 31,30, 2026.2026, Werespectively. assess theCounterparty creditworthiness ofwas counterpartiesassessed prior to lending and reassessis reassessed periodically. Loaned bitcoin is generally subject to recall upon short notice.

Reworded

As of MarchJune 31,30, 2026, 4,2534,528 bitcoin were pledged as collateralcollateral. Of the bitcoin pledged as collateral, 4,253 bitcoin were secured in connection with $150.0 million of outstanding borrowings under our 2026 Line of CreditCredit, bearingwhich was entered into in January 2026 and bears an interest rate of 7.0% per annum. The remaining 275 bitcoin were pledged for other bitcoin arrangements.

Added

Subsequent to quarter end, we entered into two bitcoin-backed term loan facilities with Coinbase and Two Prime providing for $600.0 million of incremental borrowings. The Coinbase facility refinances and consolidates our existing $150.0 million 2026 Line of Credit with Coinbase and provides $300.0 million of additional funding. The Coinbase facility bears interest at a floating rate equal to the arithmetic average of the upper and lower bounds of the target range for federal funds transactions (the “Fed Funds Mid Rate”) plus 3.875% per annum. The $300.0 million Two Prime facility bears interest at a fixed rate of 7.65% per annum. The facilities mature on August 4, 2028 and August 3, 2028, respectively, with the Coinbase facility subject to an automatic one-year extension unless timely canceled by either party. In connection with these facilities, 18,750 bitcoin were pledged as initial collateral as of August 4, 2026, the closing date of both transactions.

Reworded

(1) Change in fair value of bitcoin for the three months ended MarchJune 31,30, 2026 was a loss of $1.0$342.7 billionmillion and includes the “Change in fair value of digital assets” loss of $714.7$249.6 million, excluding a loss of $0.6$0.3 million related to other digital assets, resulting in a $714.1$249.3 million loss attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” loss of $303.9$93.5 million. For the three months ended March 31, 2025, changeChange in fair value of bitcoin totaledfor $507.7the millionthree months ended June 30, 2025 was a gain of $1.2 billion and includes the “Change in fair value of digital assets” loss of $394.2$846.0 million, excluding a loss of $2.5$1.1 million related to other digital assets, resulting in a $391.7$844.9 million loss attributable to bitcoin, plus the “Change in fair value of digital assets -– receivable, net” loss of $116.1$346.5 million.

Reworded

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $4.2$6.0 million and $5.7$2.8 million of interest earned on cash and cash equivalents for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Added

(3) Investment income, net is associated with the return from various bitcoin-denominated trades and is reported in “Other” on the Condensed Consolidated Statements of Operations.

Added

(1) Change in fair value of bitcoin for the six months ended June 30, 2026 was a loss of $1.4 billion and includes the “Change in fair value of digital assets” loss of $964.2 million, excluding a loss of $0.9 million related to other digital assets, resulting in a $963.3 million loss attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” loss of $397.4 million. For the six months ended June 30, 2025, change in fair value of bitcoin was a gain of $683.7 million and includes the “Change in fair value of digital assets” of $451.9 million, excluding a loss of $1.4 million related to other digital assets, resulting in $453.2 million attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” of $230.5 million.

Added

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $10.1 million and $8.5 million of interest earned on cash and cash equivalents for the six months ended June 30, 2026 and 2025, respectively.

Reworded

DuringIn the threefirst monthsquarter ended March 31,of 2026, we acquired a majority interest in Exaion, a European company that develops and operates data centers and provides securesecure, private cloud and AI inference infrastructure, serving enterprise and regulated-industry customers across three primary product lines: (i) virtual desktops; (ii) data security solutions; and (iii) regulated AI inference solutions. The acquisition expands our capabilities in digital infrastructure, enhances our ability to deliver secure and scalable compute and inference solutions to customers who require data sovereignty and control, and establishes our presence in international markets where demand for private, domestically controlled AI compute is growing. For the threesix months ended MarchJune 31,30, 2026, the impact of this acquisition on our consolidated results was not material.

Reworded

Additionally, as part of this expansion, we entered into a strategic agreement (the “Strategic Agreement”) with Starwood Digital Ventures LLC (“Starwood”) to develop, finance and operate digital infrastructure on select power-rich sites within our existing portfolio. Under the Strategic Agreement, we will contribute certain sites to and retain up to a 50% ownership interest in a newly formed joint venture,ventures, while Starwood will lead engineering, procurement and construction activities, secure hyperscale tenancy and operate the assets. During the three months ended March 31, 2026, we advanced from announcement toSince execution underof the Strategic Agreement.Agreement, Sitewe have advanced site selection negotiations across our portfolioportfolio, are ongoing,progressed permitting and retrofit work are advancing,work, and we have commenced discussions with prospective hyperscale tenants. We expect to account for our interest in thethese joint ventureventures under the equity method of accounting, and accordingly, our share of theeach joint venture's results of operations will be reflected as a single line item in our Condensed Consolidated Statements of Operations.

Reworded

InDuring Aprilthe 2026,quarter, we entered into a definitive agreement to acquire Long Ridge, a vertically integrated gas and power business located in Hannibal, Ohio, built around a 505485 MW combined cycle gas turbine power plant operating at approximately 91% capacity factor, co-located with our existing Bitcoin mining site. The facility is interconnected with the PJM transmission network and anchored by vertically integrated natural gas supply through associated exploration and production operations, delivering an expected all-in operating cost of approximately $15 per megawatt-hour. The combination of owned dispatchable generation, vertically integrated fuel, PJM interconnection, and co-located operational infrastructure positions Long Ridge as a premier HPC campus capable of supporting sustained, power-intensive AI workloads at scale. We have received formal indications of interest from investment-grade hyperscale tenants. The acquisition is subject to customary closing conditions and regulatory approvals.

Reworded

Together, Exaion and the Starwood joint venturepartnership establish two distinct pathways on the same energy base. The Starwood joint ventureventures isare intended to support hyperscale and large-scale compute workloads, while Exaion focuses on secure, private cloud and regulated enterprise compute. The Long Ridge acquisition, if completed, is expected to support the hyperscale pathway with owned, dispatchable generation and a low-cost power structure. These initiatives are supported by a platform organized around the workloads of: (i) AI, including training, inference, and agentic applications, (ii) critical IT load, including traditional enterprise applications, and (iii) Bitcoin mining. Each workload is supported by a common energy infrastructure layer comprisingcomprised of owned and operated generation, grid-connected capacity, and behind-the-meter supply.

Added

In July 2026, we further extended our digital infrastructure strategy through the acquisition of the Project Company, subject to approval by the Electric Reliability Council of Texas, Inc. (“ERCOT”). The Project Company holds (i) rights under certain purchase and sale contracts to acquire land located in Matagorda County, Texas, (ii) title to an additional parcel of adjacent land, and (iii) rights under a letter agreement with an electric utility company relating to the provision of 2,000 MW of power capacity to the site. The Project Company intends to develop the site as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible compute operations, including Bitcoin mining.

Reworded

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

Reworded

(1) Includes 4738 and 6047 bitcoin representing our share of the equity method investee, the ADGM Entity, for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Reworded

(2) “Average price of BTC” mined” is calculated using Bitcoin mining revenue divided by the quantity of bitcoin produced during the period, excluding our share of the bitcoin produced for the equity method investee, the ADGM Entity.

Reworded

We generated revenues of $174.6$174.9 million for the three months ended MarchJune 31,30, 2026, compared to $213.9$238.5 million in the prior year period. The $39.3$63.6 million, or approximately 18%,27%, decrease in revenues was primarily driven by a decrease in Bitcoin mining revenue and, to a lesser extent, a decrease in other digital assets mining revenue, hostingother revenue and other revenue, which for the threeelimination monthsof endedhosting March 31, 2026, includes revenues from Exaion.revenue.

Reworded

The $35.6$58.7 million decrease in Bitcoin mining revenue was primarily driven by ana 18%28% decrease in the average price of bitcoin mined, which contributed approximately $33.1$65.9 million to the decrease, withpartially theoffset remainingby $2.5a $7.2 million attributable to a decreaseincrease in bitcoin production during the three months ended MarchJune 31,30, 2026.

Added

Other digital assets mining revenue decreased 93%, primarily due to lower production resulting from the wind-down of certain other digital asset mining activities. Hosting revenue was eliminated for the three months ended June 30, 2026, following the expiration of the remaining hosting agreement in the first quarter of 2026. Other revenues decreased $0.4 million, or approximately 7%.

Removed

Hosting services revenue decreased $0.1 million to $1.1 million for the three months ended March 31, 2026, compared to $1.2 million in the prior year period, primarily due to the expiration of hosting agreements during the quarter. As of March 31, 2026, we had no remaining customers associated with hosting services.

Reworded

Costs and operating expenses (income)

Showing the first 60 of 150 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

MARA insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 20 filings (4 insiders, 11 trade dates, 378,003 shares, about $4.4M; 20 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -378,003 (purchases minus sales); net value about -$4.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-10-05Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 9,210$11.21 $103.2K1,354,224 SEC
2026-10-01Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$11.22 $308.6K4,217,586 SEC
2026-09-30Nowaid Zabi
General Counsel
Shares withheld for tax 20,923$11.33 $237.1K869,481 SEC
2026-09-30Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax
10b5-1 plan
63,101$11.33 $714.9K4,245,091 SEC
2026-09-30Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 52,307$11.33 $592.6K1,363,434 SEC
2026-09-18Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
8,376$12.10 $101.3K890,404 SEC
2026-09-17Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$11.45 $314.9K4,308,192 SEC
2026-09-17Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$11.45 $183.2K551,681 SEC
2026-08-21Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
8,376$12.00 $100.5K898,780 SEC
2026-08-17Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$9.21 $253.3K4,335,697 SEC
2026-08-17Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$9.21 $147.4K377,066 SEC
2026-08-03Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax 27,316$11.75 $321.0K4,363,202 SEC
2026-08-03Nowaid Zabi
General Counsel
Shares withheld for tax 4,139$11.75 $48.6K907,156 SEC
2026-07-31Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax 40,388$11.32 $457.2K4,390,518 SEC
2026-07-31Nowaid Zabi
General Counsel
Shares withheld for tax 9,745$11.32 $110.3K911,295 SEC
2026-07-31Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 30,215$11.32 $342.0K1,606,356 SEC
2026-07-30Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax 40,497$11.82 $478.7K4,430,906 SEC
2026-07-30Nowaid Zabi
General Counsel
Shares withheld for tax 13,428$11.82 $158.7K921,040 SEC
2026-07-30Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 33,569$11.82 $396.8K1,636,571 SEC
2026-07-20Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
8,376$12.00 $100.5K934,468 SEC
2026-07-17Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$10.90 $299.8K4,471,403 SEC
2026-07-17Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$10.90 $174.4K393,066 SEC
2026-07-01Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 61,515$13.89 $854.4K1,670,140 SEC
2026-07-01Nowaid Zabi
General Counsel
Shares withheld for tax 20,924$13.89 $290.6K942,844 SEC
2026-07-01Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax 63,101$13.89 $876.5K4,498,908 SEC
2026-06-22Mellinger Douglas K
Director
Open-market sale
10b5-1 plan
7,000$16.00 $112.0K231,618 SEC
2026-06-17Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$14.25 $228.0K409,066 SEC
2026-06-17Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
7,000$14.25 $99.8K963,768 SEC
2026-06-17Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$14.25 $391.9K4,562,009 SEC
2026-05-18Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax
10b5-1 plan
27,316$11.46 $313.0K4,617,019 SEC
2026-05-18Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$12.00 $330.1K4,589,514 SEC
2026-05-18Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$12.00 $192.0K425,066 SEC
2026-05-18Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
8,250$12.00 $99.0K970,768 SEC
2026-05-18Nowaid Zabi
General Counsel
Shares withheld for tax
10b5-1 plan
4,248$11.46 $48.7K979,018 SEC
2026-04-30Khan Salman Hassan
Chief Financial Officer
Shares withheld for tax 65,456$11.99 $784.8K1,731,655 SEC
2026-04-30Thiel Frederick G
Director, Chief Executive Officer
Shares withheld for tax 80,884$11.99 $969.8K4,644,335 SEC
2026-04-30Nowaid Zabi
General Counsel
Shares withheld for tax 23,781$11.99 $285.1K983,266 SEC
2026-04-17Thiel Frederick G
Director, Chief Executive Officer
Open-market sale
10b5-1 plan
27,505$11.68 $321.3K4,725,219 SEC
2026-04-17Khan Salman Hassan
Chief Financial Officer
Open-market sale
10b5-1 plan
16,000$11.68 $186.9K441,066 SEC
2026-04-17Nowaid Zabi
General Counsel
Open-market sale
10b5-1 plan
42,090$12.00 $505.1K1,007,047 SEC

Well-known investors holding MARA (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
D. E. Shaw & Co. COM2026-06-3010,376,069$144.1M0.09%Added 687%
D. E. Shaw & Co. NOTE 3/02026-06-300$91.5M0.06%No change
Point72 Asset Management (Steve Cohen) NOTE 3/02026-06-300$53.1M0.08%No change
Two Sigma Investments COM2026-06-302,569,038$35.7M0.03%New position
Millennium Management (Israel Englander) NOTE 3/02026-06-300$21.1M0.01%No change
Millennium Management (Israel Englander) NOTE 6/02026-06-300$19.2M0.01%No change
Millennium Management (Israel Englander) COM2026-06-301,232,023$17.1M0.01%Added 99%
Renaissance Technologies COM2026-06-301,111,938$15.4M0.02%New position
AQR Capital Management (Cliff Asness) COM2026-06-30972,576$13.5M0.0%Added 125%
Point72 Asset Management (Steve Cohen) NOTE 2.125% 9/02026-06-300$11.9M—Sold out
Two Sigma Investments NOTE 2.125% 9/02026-06-300$10.5M0.01%No change
Citadel Advisors (Ken Griffin) NOTE 6/02026-06-300$4.9M0.0%No change
Two Sigma Investments NOTE 3/02026-06-300$3.0M0.0%New position
Citadel Advisors (Ken Griffin) COM2026-06-3033,269$462.1K0.0%Reduced 97%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when MARA files, watchlists and downloadable comparisons.