Every material Form 8-K MARA Holdings has filed with the SEC since June 27, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On September 21, 2026, MARA's subsidiary Volt Texas LLC amended its July 2, 2026 agreement to acquire MAT 1177 LLC, which holds land rights and a site for a planned data center project in Texas. The amendment requires a $100.0 million security deposit to the Electric Utility Company, which Buyer may withdraw at its discretion subject to a sale process, and restructures milestone payments while keeping the aggregate purchase price at $600 million if all milestones are achieved. The filing also replaces the provision allowing the membership interests to be returned to the seller with a process to market the project for sale to a third party, with the seller holding a right of first offer.
Amendment dated September 21, 2026 to the Membership Interest Purchase Agreement originally dated July 2, 2026
Buyer posted a $100.0 million security deposit with the Electric Utility Company for power capacity for the Site
Aggregate purchase price remains $600 million if all milestones are achieved
Reconveyance provisions replaced by a process to market the project for sale, with a seller right of first offer in certain trigger events
MARA reported a net loss of $611.3 million, or $1.60 per diluted share, for the quarter ended June 30, 2026, compared with net income of $808.2 million, or $1.84 per diluted share, a year earlier. Revenue fell 27% to $174.9 million, and the company attributed the loss mainly to a $343.0 million unrealized bitcoin mark-to-market loss as bitcoin's price declined. For shareholders, the results reflect the sensitivity of MARA's earnings to bitcoin prices, and the company also disclosed $600.0 million of new bitcoin-backed borrowing to help fund its pending Long Ridge acquisition.
Net loss of $611.3 million, or $1.60 per diluted share, versus net income of $808.2 million, or $1.84 per diluted share, in Q2 2025
Revenue of $174.9 million, down 27% from $238.5 million in Q2 2025; adjusted EBITDA was negative $360.9 million
Net loss includes a $343.0 million loss related to the fair value of digital assets
Subsequent to quarter-end, two bitcoin-backed credit facilities totaling $600.0 million were entered into with Coinbase and Two Prime at a weighted average cost of debt of 7.56%
MARA Holdings said directors Barbara Humpton and Georges Antoun resigned from the board effective July 31, 2026, citing personal reasons and no disagreements with the company. On August 1, 2026, the board appointed Craig Hart and Nancy Novak to fill the two vacancies, with Hart also joining the Risk and Audit Committee. The board will still have seven directors, six of whom are independent, so the change is administrative and does not signal a shift in financial results.
Barbara Humpton and Georges Antoun resigned from the board, effective July 31, 2026, for personal reasons.
Craig Hart and Nancy Novak were appointed directors on August 1, 2026, effective immediately.
Hart succeeds Antoun on the Risk and Audit Committee; the board will have seven directors, six independent.
Hart is a Senior Portfolio Manager at Avenue Capital Group; Novak previously was Chief Innovation Officer of Compass Datacenters.
On July 2, 2026, a MARA subsidiary acquired the membership interests of MAT 1177 LLC from HIF USA LLC, and the deal closed on signing. The purchase price is structured as post-closing milestone payments that total $600.0 million if all milestones are achieved, and the filing does not disclose any revenue or profit effect from the site.
July 2, 2026: Volt Texas, LLC, a MARA subsidiary, acquired the membership interests of MAT 1177 LLC from HIF USA LLC; the transaction closed at signing.
The site includes rights to land under purchase contracts, an owned adjacent parcel, and rights under a letter agreement for 2,000 megawatts of power capacity with an electric utility.
Aggregate purchase price is $600.0 million if all milestones are achieved, paid as development milestones are met; HIF keeps a minority interest once a data center lease is signed.
Press release says the site could provide up to 1 GW of grid capacity by October 2027 and up to 2 GW by April 2028, with MARA's total potential capacity reaching about 4.8 GW upon full energization.
At its June 18, 2026 annual meeting, MARA Holdings stockholders approved an amendment adding 18,000,000 shares to the 2018 Equity Incentive Plan, and elected two Class III directors. The filing also shows stockholders ratified PricewaterhouseCoopers as auditor and approved executive compensation on an advisory basis.
Stockholders approved an 18,000,000-share increase to the 2018 Plan, effective June 18, 2026; 83,714,947 shares voted for and 26,423,491 against.
Vicki Mealer-Burke and Douglas Mellinger were elected as Class III directors to serve until the 2029 annual meeting.
Advisory say-on-pay proposal passed with 64,973,538 shares for and 44,975,240 against.
PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, with 208,334,659 shares for.
MARA Holdings reported first-quarter 2026 revenue of $174.6 million, down 18% from $213.9 million a year earlier, and a net loss of $1.3 billion ($3.31 per diluted share), compared with a $533.4 million loss ($1.55 per share) in Q1 2025. The company said the loss was driven largely by a $1.0 billion unfavorable bitcoin fair value change, so the results weigh on shareholders even as the company announced a definitive agreement to acquire Long Ridge Energy & Power.
Revenue fell 18% to $174.6 million from $213.9 million; the lower average bitcoin price accounted for about $33.1 million of the decline.
Net loss was $1.3 billion, or $3.31 per diluted share, versus $533.4 million, or $1.55 per diluted share, in Q1 2025.
Adjusted EBITDA was a loss of $1.0 billion, compared with a loss of $483.6 million in Q1 2025.
After quarter end, MARA agreed to acquire Long Ridge from FTAI Infrastructure; closing is expected in the second half of 2026, subject to regulatory approvals.
MARA agreed on April 29, 2026, to buy 100% of Long Ridge Energy & Power LLC from FTAI Infrastructure-linked sellers for a base purchase price of approximately $1.5 billion, subject to customary adjustments. The plant, a gas-fired power facility in Hannibal, Ohio, sits beside a data center that MARA already operates, and the deal is expected to close in the second half of 2026, subject to regulatory approvals and other conditions.
Base purchase price of approximately $1.5 billion; the press release says total transaction value includes the assumption of at least $785 million of debt.
Barclays committed to provide a 364-day senior secured bridge term loan of up to $785,000,000 to the Company.
Buyer may owe a $75.0 million termination fee in certain circumstances; either party may terminate after November 30, 2026 (or June 30, 2027 if certain regulatory conditions are not met).
Closing is subject to Hart-Scott-Rodino clearance and Federal Energy Regulatory Commission approval.
MARA Holdings reported preliminary, unaudited results for the fourth quarter and full year 2025, showing revenue down 6% in the quarter and a net loss of $1.7 billion, compared with net income of $528.3 million a year earlier. The company attributed the swing mainly to a $1.5 billion loss on fair value of digital assets as bitcoin prices fell, and it also announced a joint venture with Starwood Digital Ventures to develop AI and high-performance compute infrastructure. Final figures will come in the Form 10-K, so the reported numbers could change.
Q4 2025 revenue fell 6% to $202.3 million from $214.4 million in Q4 2024, driven by a 14% decrease in the average bitcoin price.
Q4 2025 net loss was $1.7 billion, or $4.52 per diluted share, versus net income of $528.3 million, or $1.24 per diluted share, in Q4 2024.
Full-year 2025 revenue rose 38% to $907.1 million, while the full-year net loss was $1.3 billion compared with net income of $541.0 million in 2024.
Adjusted EBITDA was a loss of $1.5 billion in Q4 2025 versus $796.0 million in Q4 2024; results remain preliminary and unaudited.
MARA USA Corporation, a MARA subsidiary, entered into a Strategic Agreement with Starwood Capital Group on February 26, 2026. The agreement covers developing, leasing and marketing MARA's existing US bitcoin mining data center properties, outside existing third-party joint ventures, with each property potentially moving into a joint venture where MARA would hold 10% to 50%. The filing gives no dollar value for the deal, and shareholders will depend on how many properties proceed to development.
Covers all of MARA's United States bitcoin mining data center properties other than those held in existing third-party joint ventures.
MARA would elect a 10% to 50% interest in each joint venture; Starwood would be managing member and handle day-to-day operations.
Each party can decide whether to proceed after a trigger, such as an executable hyperscaler lease; a decision is required 24 months after closing, extendable by 12 months.
If Starwood proceeds and MARA does not after a qualifying lease, MARA must sell its rights to the powered land to Starwood.
MARA Holdings' compensation committee approved new forms of restricted stock unit and performance-based restricted stock unit award agreements under its equity incentive plan on February 20, 2026. The filing describes vesting schedules, performance metrics tied to fiscal 2026, and a relative total shareholder return modifier, which together govern how future executive and employee equity awards are earned.
RSUs vest in eleven substantially equal quarterly installments from April 1, 2026 through December 31, 2028.
PSUs are based on fiscal 2026 Economic Triad Megawatt Capacity and Annual Recurring Revenues, with a maximum payout of 249% of target.
A relative total shareholder return modifier covers January 1, 2026 through December 31, 2028, and total long-term incentive payout is capped at 200% of target.
MARA Holdings reported third-quarter 2025 results, with revenue up 92% to $252.4 million from $131.6 million a year earlier. Net income was $123.1 million, or $0.27 per diluted share, compared with a net loss of $124.8 million in Q3 2024, though the result includes a $343.1 million gain on digital assets tied to the bitcoin price rise. The filing also updates shareholders on the pending Exaion acquisition, valued at approximately $168.0 million.
Revenue rose 92% to $252.4 million; a 88% higher average bitcoin price contributed $113.3 million
Net income of $123.1 million ($0.27 per diluted share) includes a $343.1 million gain on digital assets
Adjusted EBITDA was $395.6 million, up from $22.3 million; energized hashrate rose 64% to 60.4 EH/s
Agreed to acquire an approximate 64% stake in Exaion for approximately $168.0 million; regulatory approvals expected in Q4
MARA's subsidiary Mara France SAS signed an investment agreement on August 11, 2025, to acquire a 64% stake in Exaion SAS, a French digital infrastructure company, from EDF Pulse Holding and minority holders. The filing gives a further option to raise the stake to about 75% in 2027, which would require a further payment of about €110 million. The deal commits MARA to a large cash outlay and is subject to French and Canadian regulatory approvals, with closing expected in the fourth quarter of 2025.
Primary transaction: about 4.1 million new Exaion shares for about €115 million; secondary transaction: about 1.2 million shares for about €33 million, with about €23 million paid at closing and €10 million in 2027.
Third transaction: about 3.9 million additional shares for about €110 million on March 30, 2027, subject to specified conditions; expected to bring the stake to about 75%.
Closing expected in Q4 2025, possibly Q1 2026; requires foreign investment control clearances in France and Canada. Either party may terminate if approvals are not obtained by January 31, 2026.
Press release states about $168 million in cash upfront for the 64% stake and about $127 million for an additional 11% stake, contingent on milestones.
MARA reported record second-quarter 2025 revenue of $238.5 million, up 64% from $145.1 million a year earlier, and net income of $808.2 million, or $1.84 per diluted share, compared with a net loss of $199.7 million in Q2 2024. The filing says the profit includes a $1.2 billion gain on the fair value of digital assets, so shareholders should note that much of the swing reflects the higher bitcoin price rather than operations alone. Adjusted EBITDA was $1.2 billion, compared with a loss of $125.5 million a year earlier.
Revenue was $238.5 million, up 64% from $145.1 million in Q2 2024; a 50% increase in the average bitcoin price contributed $76.6 million.
Net income was $808.2 million, or $1.84 per diluted share, versus a net loss of $199.7 million, or $0.72 per diluted share, in Q2 2024.
Purchased energy costs were $41.7 million versus $26.1 million, and G&A excluding stock-based compensation was $40.1 million versus $25.2 million.
On July 25, 2025, the company closed an upsized $950.0 million of 0.00% convertible senior notes due 2032 after quarter end.
MARA Holdings completed a private offering of $950 million in 0.00% convertible senior notes due August 1, 2032, on July 25, 2025, with an option for up to $200 million more. Net proceeds were approximately $940.5 million before offering expenses, and the company said it expects to use the remainder to acquire additional bitcoin and for general corporate purposes. The notes add a large amount of convertible debt, with a conversion price of approximately $20.2585 per share that could lead to dilution if converted into shares.
Principal of $950 million sold; initial purchasers hold an option for up to an additional $200 million within 13 days of issuance
Net proceeds of approximately $940.5 million; about $18.3 million used to repurchase approximately $19.4 million of 1.00% convertible notes due 2026 and about $36.9 million used for capped call transactions
Notes mature August 1, 2032, with no regular interest; conversion price approximately $20.2585 per share; company may settle conversions in cash, shares or both
Company may not redeem before January 15, 2030; holders may require repurchase on January 4, 2030
At its June 26, 2025 annual meeting, MARA Holdings stockholders did not approve, on an advisory basis, the compensation of its Named Executive Officers, with 73,226,079 votes against and 20,154,119 for. They also approved an 18,000,000-share increase to the 2018 Equity Incentive Plan, which became effective June 26, 2025, and re-elected Georges Antoun and Jay Leupp as Class II directors.
Say-on-pay proposal not approved: 20,154,119 for, 73,226,079 against, 1,439,186 abstentions
Equity plan amendment approved: 80,572,963 for, 13,462,863 against, adding 18,000,000 shares to the 2018 Plan
Georges Antoun and Jay Leupp elected as Class II directors, serving until the 2028 annual meeting
PricewaterhouseCoopers LLP ratified as independent registered accounting firm for 2025
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