MARA — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-11

• MARA is a digital infrastructure company built to convert energy into high-value compute workloads. We primarily leverage Bitcoin mining as our core business. Building on this foundation, we have begun pursuing opportunities to expand our infrastructure capacity into adjacent high-value workloads, i…

• We believe the next phase of digital infrastructure value creation will be shaped by control of power: where it is located, how flexibly it can be deployed and what returns it can generate across compute markets. Our strategy is organized around three reinforcing priorities.

• 1.Own and control low-cost energy. We believe energy is increasingly becoming the binding constraint on infrastructure growth. By acquiring and operating energy generation assets at below-market costs, we believe we can reduce our overall cost structure, protect against energy price volatility, and …

• 2.Build AI and digital infrastructure at scale. We are developing large-scale data center campuses. including co-located generation, land, water access and grid interconnection, to serve the growing demand for training, inference and critical IT workloads.

• 3.Bitcoin mining is our foundation. Bitcoin mining remains the foundation of our platform and the current primary monetization pathway for our energy assets. We intend to maintain a leading position as one of the world’s largest publicly traded Bitcoin mining companies while expanding our revenue ba…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• MARA is a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as Bitcoin mining, to monetize excess energy and optimize power management. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy w…

• While we remain a dominant player in Bitcoin mining, we have expanded our footprint in energy generation and are investing in research and development to establish a presence in AI and adjacent markets, creating additional revenue opportunities over the long term. We believe the AI industry is shift…

• solutions, including load balancing, to provide services to the variable energy demands of AI inference workloads and international expansion opportunities. We intend to continue vertically integrating and further reduce energy costs.

• •As of September 30, 2025, we reached a new record high of 60.4 exahashes per second (“EH/s”).

• •On July 25, 2025, we issued an aggregate principal amount of $1.0 billion of 0.0% Convertible Senior Notes due 2032 (the “August 2032 Notes”) and in connection with the issuance, repurchased approximately $19.4 million principal amount of a portion of the December 2026 Notes. Refer to Note 14 – Deb…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• Other than the additional market risk we’ve included herein, we are not aware of any material changes to our disclosures regarding market risks in connection with our bitcoin holdings. Refer to Part II, Item 7A of our Annual Report, which is incorporated herein by reference.

• Market Price Risk of Bitcoin. The following sensitivity analysis supplements our discussion of bitcoin market price risk included in Part II, Item 7A of our Annual Report.

• The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. For illustrative purposes, a hypothetical $10,000 change in the market price of bitcoin would have resulted in an estimated change of $353.0 million and $475.3 million to our loss before income taxes …

• results. Actual results could differ materially depending on future market conditions, transaction activity and other factors affecting the fair value of digital assets.

• Foreign Currency Exchange Rate Risk. As a result of our international operations, we are exposed to market risk from changes in foreign currency exchange rates. Our primary foreign currency exposures relate to the Euro, driven by our acquisition of a controlling interest in Exaion during the first q…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• We are not aware of any material changes to our disclosures regarding market risks in connection with our bitcoin holdings. Refer to Part II, Item 7A of our Annual Report, which is incorporated herein by reference. The following sensitivity analysis supplements our discussion of bitcoin market price…

• The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. For illustrative purposes, a hypothetical $10,000 change in the market price of bitcoin would have resulted in an estimated $528.5 million increase or decrease in our income (loss) before income taxes…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• As part of our internal control framework, we maintain a whistleblower hotline that allows employees and third parties to anonymously report concerns or potential misconduct. The hotline may be accessed as follows:

• To file a report, use the Client Code “MarathonPG” and pick one of the following options:

• There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting other than the ongoing remediation effor…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• The proposed acquisition of Long Ridge is subject to numerous closing 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.

• The closing of the acquisition of Long Ridge is subject to a number of conditions that may not be satisfied or waived, including the accuracy of representations and warranties, compliance with covenants, receipt of necessary regulatory approvals and the receipt of amendments or waivers under certain…

• To finance a portion of the approximately $1.5 billion purchase price, 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 o…

• The acquisition also involves complex ancillary obligations, including cooperation with consent solicitations or change of control offers under the indenture governing Long Ridge Energy LLC's 8.750% Senior Secured Notes due 2032, and the negotiation and closing of certain railroad-related asset agre…

• 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 sec…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Our bitcoin lending arrangements expose us to risks of nonrepayment by borrowers, operational failures and cybersecurity threats, and a material portion of our bitcoin holdings is subject to these risks.

• We generate income through bitcoin lending arrangements. As of September 30, 2025, approximately 10,377 bitcoin were loaned to third parties under such arrangements, representing a material portion of our total bitcoin holdings. Lending bitcoin involves risk of default, particularly in a highly vola…

• Additionally, digital asset lending platforms 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, phishi…

• Our use of a separately managed account to actively manage a portion of our bitcoin holdings exposes us to significant risks, including market losses, loss of control, counterparty failure and the potential loss of part or all of our investment.

• As of September 30, 2025, we held approximately 1,903 bitcoin in a separately managed account with a third-party manager that exercises discretionary authority to actively trade the bitcoin. This structure exposes us to numerous risks beyond those associated with passive holding, including losses re…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• On February 6, 2026, Vicki Mealer-Burke, a member of the Company’s board of directors, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which was adopted on September 9, 2025 for the sale of 21,551 shares of the Company’s comm…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• On September 9, 2025, Vicki Mealer-Burke, a member of the Company’s board of directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Ms. Mealer-Burke’s 10b5-1 Plan provides for the potential sale of up …

• On September 11, 2025, Salman Khan, Chief Financial Officer, entered into a 10b5-1 Plan. Mr. Khan’s 10b5-1 Plan provides for the potential sale of up to 176,000 shares of the Company’s common stock between the first potential sale date on February 17, 2026 and the expiration of the 10b5-1 Plan on De…

• On September 12, 2025, Zabi Nowaid, General Counsel and Corporate Secretary, entered into a 10b5-1 Plan. Mr. Nowaid’s 10b5-1 Plan provides for the potential sale of up to 115,000 shares of the Company’s common stock between the first potential sale date on December 17, 2025 and the expiration of the…