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MARA is an energy and digital infrastructure company focused on acquiring, managing, and allocating energy to its highest-value uses. 10-K, Item 1
43 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Mar 3, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•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;
•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;
Similar paragraph at 1 of 31 other Crypto companies: CLSKRead in the 10-K ↗
•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;
Similar paragraph at 1 of 31 other Crypto companies: CLSK•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;
•Our acquisition of Exaion exposes us to risks associated with international operations and the possibility of post-closing challenges to the transaction;
•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;
•Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition;
Similar paragraph at 1 of 31 other Crypto companies: CLSKRead in the 10-K ↗
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.
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.
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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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.
Similar paragraph at 1 of 31 other Crypto companies: CLSKOur 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.
Similar paragraph at 1 of 31 other Crypto companies: CLSKRecent 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.
Similar paragraph at 1 of 31 other Crypto companies: CLSKIf 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.
Similar paragraph at 1 of 31 other Crypto companies: CLSKRead in the 10-K ↗
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.
Similar paragraph at 1 of 31 other Crypto companies: CLSKWe compete in the highly competitive market for certain operational aspects of our Bitcoin mining business, including, but not limited to, the acquisition of new miners, obtaining low-cost electricity, obtaining clean energy sources, obtaining access to energy sites with reliable sources of power and evaluating new technology developments in the industry. Evolving industry standards, rapid price changes and product obsolescence impact the market and its various participants, including us. Our competitors include many domestic and foreign companies, many of which have substantially greater financial, marketing, personnel and other resources than we do, which may cause us to be at a competitive disadvantage. The success of our Bitcoin mining business will be dependent upon our
Similar paragraph at 1 of 31 other Crypto companies: CLSKability to purchase additional miners, adapt to changes in technology in the industry, and to obtain sufficient energy at reasonable prices, amongst other things.
As we enter the HPC and AI services market, we face significant competition, which may adversely affect the occupancy and rental rates of our data centers. We now compete with numerous AI inference providers globally, including established data center operators, hyperscale cloud providers and specialized AI infrastructure companies. Some of our competitors and potential competitors have significant advantages over us, including greater scale, established customer relationships, technical expertise, vertically integrated platforms and more ready access to capital, which allows them to respond more quickly to new or changing market opportunities. Our growth depends in part on external sources of capital, which are outside of our control.
Similar paragraph at 1 of 31 other Crypto companies: CLSKIn addition, our ability to successfully develop and lease data center capacity through our strategic relationship with Starwood depends on, among other things, the procurement of creditworthy hyperscaler or enterprise tenants on commercially acceptable terms. If Starwood is unable to secure suitable tenants, obtain necessary power or permits, or otherwise execute development plans on expected timelines, our entry into the HPC and AI market could be delayed or fail to achieve anticipated returns. Further, following our acquisition of a majority stake in Exaion, our ability to generate revenue from HPC and AI services depends on customer adoption of our offerings, successful technical integration of compute resources and software platforms, and the performance, reliability and scalability of the underlying infrastructure. If our infrastructure does not meet customers’ performance requirements, if we experience service interruptions or reliability issues, or if customer demand does not scale as anticipated, utilization rates at our facilities could be lower than expected. Any failure to attract sufficient demand, deliver consistent performance, or scale these initiatives effectively could adversely affect our data center revenues, margins and overall growth strategy.
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.
Similar paragraph at 1 of 31 other Crypto companies: BKKTIn February 2026, our wholly owned subsidiary entered into a Strategic Agreement with Starwood to develop, lease and market a specified list of our existing U.S. bitcoin mining data centers (excluding properties held in existing third-party joint ventures). The arrangement contemplates the achievement of specified triggers, such as the procurement of an executable lease with a qualifying hyperscaler tenant, followed by an election by each party whether to proceed with development. A decision is required within 24 months after closing (subject to a potential 12-month extension if Starwood is engaged in active bona fide negotiations with at least one hyperscaler tenant), even if the specified triggers have not been achieved, and Starwood may determine at any time that development of a property is not commercially feasible. There can be no assurance that required milestones will be achieved within the contemplated timeframes, on acceptable terms, or at all.
The development of large-scale data centers for hyperscaler tenants is complex and subject to numerous contingencies, including securing adequate and timely power arrangements, obtaining required governmental permits and approvals, satisfying regulatory requirements, finalizing design and engineering specifications, and negotiating and executing long-term leases with creditworthy tenants. Delays resulting from regulatory review, power interconnection queues, supply chain constraints, labor shortages, market volatility or prolonged tenant negotiations could cause projects to be deferred or abandoned. Because the agreement requires development decisions within defined time periods, we may be required to make significant capital allocation determinations under time constraints and with incomplete information, which could lead to investment decisions that do not produce the returns we expect.
If both parties elect to proceed with respect to a property, it will be contributed to a newly formed joint venture in which we will hold between 10 and 50 percent of the equity interests, and Starwood will serve as managing member with authority over day-to-day development and operations, subject to certain approval rights held by us. As a result, we may have limited ability to control the timing, scope, financing, development strategy, operational decisions or disposition of joint venture assets, and disagreements with Starwood could adversely affect project execution. Starwood will have the right to make capital calls to fund development and operating costs, which may be significant and unpredictable. If we are unable or unwilling to fund required capital contributions when due, we may be subject to dilution of our ownership interest, the loss or reduction of governance or economic rights, the subordination of our interests, forced sales of our interests at unfavorable prices, or other adverse consequences
under the applicable joint venture agreements, any of which could reduce our expected returns and negatively affect our liquidity and capital allocation flexibility.
If Starwood elects to proceed with development of a property after procuring a qualifying lease and we elect not to proceed, we will be required to sell our rights to the powered land at the applicable asset to Starwood, which could require us to dispose of valuable property interests at a time or on terms that we would not otherwise choose. In addition, following a specified lock-out period, either party may have the right to force the sale of a joint venture property, subject to a right of first offer in favor of the other party. The exercise of such rights could result in asset dispositions at times that do not align with our preferred investment horizon or prevailing market conditions. Moreover, although we expect either to continue our Bitcoin mining operations at applicable properties pursuant to a rent-free lease or to be compensated to relocate, development activities or relocation could result in operational disruptions, downtime, increased costs or loss of mining capacity. As a result of these and other factors, the Strategic Agreement may not achieve its intended objectives and could have a material adverse effect on our business, financial condition and results of operations.
Our acquisition of Exaion exposes us to risks associated with international operations and the possibility of post-closing challenges to the transaction.
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. These include, among others, French and European Union laws and regulations relating to anti-corruption, anti-bribery, data protection, labor and employment, environmental matters, corporate governance and financial reporting. Failure to comply with applicable laws and regulations could result in fines, penalties, operational restrictions, reputational harm or other adverse consequences.
The acquisition of Exaion also presents operational and integration risks. We may encounter difficulties integrating Exaion’s business, systems, personnel and internal controls into our existing operations, and we may incur unanticipated costs or liabilities. If we are unable to successfully integrate Exaion or effectively manage the risks associated with our expanded international operations, our business, financial condition and results of operations could be adversely affected. Moreover, given that Exaion was wholly owned by a French state-owned company and operates in a sensitive sector, the acquisition has been the subject of some political opposition within France. Consequently, we may face continued political opposition in operating the company, which could negatively affect our operating results, as well as efforts to cause French regulators to unwind the acquisition, which, if successful, would deprive us of the benefits of the acquisition and could adversely affect our business, financial condition and results of operations.
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.
While we intend to continue our Bitcoin mining operations, the allocation of resources to support AI and HPC development may reduce the capital, personnel, infrastructure and power capacity available for our mining business. In particular, the diversion of power capacity to AI and HPC workloads may limit our ability to deploy that power for Bitcoin mining, which is a highly competitive and capital-intensive industry. As a result, we may be unable to expand our deployed hashrate at the pace of our competitors, potentially diminishing our market share and profitability. Expanding into AI and HPC may also increase operational complexity and place additional demands on our management, technical and support teams, which could negatively affect our overall performance, strategic execution and profitability.
Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition.
Our expansion into the AI and HPC industry is expected to increase capital intensity and shift the timing of cash inflows relative to capital outlays. AI and HPC data centers require substantial up-front capital expenditures, which may temporarily reduce liquidity.
Similar paragraph at 1 of 31 other Crypto companies: CLSKThis business expansion introduces uncertainties that could impact our liquidity and capital resources. Increased capital expenditure requirements for new AI, HPC and data center infrastructure projects may accelerate cash deployment and increase short-term liquidity needs. The timing of cash inflows may shift, as hosting and leasing revenues generally materialize after construction completion and customer onboarding, resulting in a lag between capital investment and revenue realization. We may need to seek additional financing through debt, equity, or infrastructure-oriented funding to meet project-scale capital demands or to preserve bitcoin holdings during periods of market volatility.
Similar paragraph at 1 of 31 other Crypto companies: CLSKWe 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. A failure to successfully implement our AI and HPC business strategy may adversely affect our business, prospects, or operations.
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The legal landscape for digital assets remains uncertain, and third parties may assert intellectual property claims related to blockchain technology, digital asset transactions, mining processes or source code. For example, in May 2025, Malikie Innovations Ltd., a non-practicing entity, filed a lawsuit against us in the United States District Court for the Western District of Texas alleging that our Bitcoin mining operations infringe certain patents relating to cryptographic technologies used in the Bitcoin network. We have filed motions to dismiss certain claims, petitions for ex parte reexamination of the asserted patents with the United States Patent and Trademark Office, and a motion to stay the litigation pending the outcome of those reexaminations. The litigation remains ongoing.
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Digital asset networks are open-source projects and, although there is an influential group of leaders in, for example, the Bitcoin network community known as the “Core Developers,” there is no official developer or group of
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Although bitcoin is currently widely regarded as a commodity and is regulated as such by the Commodity Futures Trading Commission, future legislative, regulatory or judicial developments could alter its legal classification. If bitcoin were determined to constitute a “security” under the Securities Act of 1933, as amended (the “Securities Act”) or other federal securities laws, our activities involving bitcoin, including mining, holding and disposition, could become subject to additional regulatory requirements.
Such a determination could affect the operation of bitcoin trading platforms, custodians and other market participants on which we rely, and could impose new compliance obligations on us. In addition, if bitcoin were deemed to be a security and we were determined to be engaged primarily in the business of investing, reinvesting or trading in securities, or if we were deemed to hold “investment securities” in excess of applicable thresholds, we could be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless an exclusion were available. Registration under the Investment Company Act would subject us to substantial regulation and compliance requirements, which could materially increase our operating costs and restrict our business activities.
State securities regulators may also take positions regarding the classification of digital assets under state law that differ from federal interpretations, which could subject us to additional regulatory requirements.
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Bitcoin trading venues operate under varying regulatory regimes, and in some jurisdictions may be subject to limited oversight, inconsistent disclosure requirements or evolving regulatory standards. Governance, transparency, internal controls and risk management practices differ significantly across trading platforms. As a result, confidence in bitcoin markets could decline if prominent exchanges experience fraud, insolvency, cybersecurity incidents, operational failures or government-imposed restrictions.
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Moreover, our Bitcoin mining, AI or HPC operations may be negatively impacted by new land use and property laws, regulations or taxes enacted by state or local governments. Governmental authorities have and may continue to pursue and implement legislation and regulation that seeks to limit greenhouse gas emissions and noise generated by our facilities, which could adversely affect our ability to source electricity, mine Bitcoin or provide AI inference in a potentially material manner.
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Additionally, the market price and trading volume of our common stock may be affected by our inclusion in, or exclusion from, major stock market indices or investment benchmarks. Index providers periodically review the composition of their indices and may change eligibility criteria, including criteria relating to industry classification, business model or asset composition. If we are removed from an index or become ineligible for inclusion in certain indices or investment strategies, index funds, exchange-traded funds and other investment vehicles that track such indices may be required to sell our shares. Such sales could increase volatility, reduce liquidity and adversely affect the market price of our common stock.
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If a significant number of our stockholders sell shares in the public market, including following the expiration of statutory holding periods or lock-up agreements under Rule 144 of the Securities Act, or after the exercise, conversion or exchange of outstanding warrants or convertible securities, the market price of our common stock could decline. In addition, we have institutional investors and other large holders who own substantial blocks of our common stock or securities convertible into our common stock. Sales, or the perception that such holders may sell large amounts of shares, whether pursuant to registered offerings, at-the-market programs, Rule 144 resales or otherwise, could create significant selling pressure and increase volatility in the trading price of our common stock.
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58 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair value. The determination of fair value involves assumptions, estimates and judgments. The initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (up to one year from the acquisition date). Goodwill as of the acquisition date is measured as the excess of the purchase price over the fair value of the net assets acquired. Contingent consideration is included within the purchase price and is initially recognized at fair value as of the acquisition date. Contingent consideration, classified as a liability, is remeasured to fair value each
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When a set of assets acquired does not meet the definition of a business under ASC 805, the transaction is accounted for as an asset acquisition. The Company recognizes assets acquired based on the cost to the Company on a relative fair value basis, which includes transaction costs in addition to consideration transferred and liabilities assumed as part of the transaction. Neither goodwill nor contingent consideration is recognized at the acquisition date in an asset acquisition. Instead, contingencies arising from asset acquisitions are accounted for under ASC 450, Contingencies, and are recognized the earlier of when the contingency is resolved or becomes probable and reasonably estimable, with the amount added to the cost of the related assets.
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Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. Transaction costs related to asset acquisitions are capitalized as part of the cost of the acquired assets.
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As of September 30, 2026, the majority of the actions under the 2026 Restructuring Plans were completed. The remaining restructuring liability of $ 10.1 million, principally related to employee separation costs and contract terminations, is included in “Accrued expenses” on the Condensed Consolidated Balance Sheets. The actions of the prior year restructuring plan were completed as of December 31, 2025.
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As of September 30, 2026, pursuant to the HIF Amendment, the Company posted a $ 100.0 million deposit to maintain its participation in the interconnection study for power capacity contemplated for the Site. The Company accounts for this payment as a “Long-term Deposit” on the Condensed Consolidated Balance Sheets.
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On July 25, 2025, the Company issued $ 950.0 million principal of the August 2032 Notes. On August 8, 2025, the initial purchasers purchased an additional $ 75.0 million principal of the August 2032 Notes, bringing the aggregate principal amount of $ 1.025 billion. The August 2032 Notes were issued pursuant to, and governed by, an indenture (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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The August 2032 Notes are senior unsecured obligations of the Company and do not bear regular interest. The August 2032 Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased in accordance with their terms. The August 2032 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 49.3619 shares per $1,000 principal amount of August 2032 Notes, which represents an initial conversion rate price of approximately $ 20.2585 per share of common stock. The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its August 2032 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.
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Prior to May 1, 2032, the August 2032 Notes are convertible only upon the occurrence of certain events. On or after May 1, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date of the August 2032 Notes, holders may convert the August 2032 Notes at any time. Upon conversion of the August 2032 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.
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Prior to January 15, 2030, the Company may not redeem the August 2032 Notes. The Company may redeem for cash all or any portion of the August 2032 Notes, at its option, on or after January 15, 2030, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the August 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount of the outstanding August 2032 Notes may declare 100 % of the principal of, and accrued and unpaid special interest, if any, on, all the August 2032 Notes to be due and payable.
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On July 23, 2025, in connection with the pricing of the August 2032 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers or their respective affiliates and certain financial institutions at an aggregate cost of approximately $ 39.8 million.
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The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those of the August 2032 Notes, the aggregate number of shares of the Company’s common stock initially underlying the August 2032 Notes. By
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entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the August 2032 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the August 2032 Notes the trading price of the Company’s common stock price exceeds the conversion price of the August 2032 Notes. The Capped Calls have a strike price of $ 20.26 per share and an initial cap price of $ 24.14 per share and are subject to certain adjustments under the terms of the Capped Calls.
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The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in capital within stockholders’ equity.
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On August 4, 2026, the Company entered into two bitcoin collateralized term loan facilities (collectively, the “bitcoin-collateralized loans”) with Coinbase Credit, Inc. (“Coinbase”) and Two Prime Lending Limited (“Two Prime”), with an aggregate principal amount of $ 750.0 million.
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During the nine months ended September 30, 2026, the Company fully drew on both facilities. In connection with the bitcoin-collateralized loans, an aggregate of 18,750 bitcoin were pledged as collateral across the two facilities. Of the 18,750 bitcoin pledged, 14,497 bitcoin were newly transferred to the respective counterparties, comprising of 6,997 bitcoin transferred to Coinbase and 7,500 bitcoin transferred to Two Prime, with a fair value at the time of closing, of approximately $ 932.7 million. The remaining 4,253 bitcoin were already held by Coinbase as collateral under the 2026 Line of Credit, which was refinanced and consolidated into the Coinbase facility.
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As of September 30, 2026, 17,477 bitcoin were pledged as collateral in connection with the bitcoin-collateralized loans, reflecting collateral maintenance adjustments made during the period.
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In August 2026, the existing 2026 Line of Credit was refinanced and consolidated into the Coinbase facility, which was accounted for as a debt modification. Accordingly, no gain or loss was recognized in connection with the modification. As of September 30, 2026, no borrowings remained outstanding and no additional borrowings were available under the 2026 Line of Credit.
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Additionally, on July 2, 2026 and amended September 21, 2026, the Company acquired all of the issued and outstanding membership interests of the Project Company from HIF for an aggregate purchase price of up to $ 600.0 million, structured as post-closing milestone payments. Refer to Note 3 - Acquisitions and Strategic Partnerships for further information.
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(in thousands) ────────────────────────────────────────────────────────────────────────── Balance at December 31, 2024 $ 8,138 The Wind Farm acquisition 10,000 Change in fair value of contingent consideration (4,380) Balance at December 31, 2025 $ 13,758 Exaion acquisition 11,342 Change in fair value of contingent consideration 174 Balance at September 30, 2026 $ 25,274
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The Company will continue to monitor each related legal issue and adjust accruals as new information becomes available and developments occur.
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Subsequent to quarter end, the Company sold 13,597 bitcoin for aggregate proceeds of approximately $ 1.1 billion and used $ 750.0 million of the proceeds to repay in full the outstanding bitcoin-collateralized loans. In connection with the repayments, all bitcoin previously pledged as collateral was returned to the Company.
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On October 23, 2026, the Project Company, a subsidiary of the Company, replaced the $ 100.0 million security deposit previously posted under the HIF Amendment with a $ 100.0 million letter of credit issued by Goldman Sachs Bank USA.
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On November 4, 2026, the Federal Energy Regulatory Commission (“FERC”) approved the Company’s previously announced acquisition of Long Ridge, finding the transaction consistent with public interest. FERC authorization satisfies a key regulatory condition to closing, which the Company expects to occur in the coming weeks, subject to the satisfaction of remaining customary closing conditions.
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On November 9, 2026, the Board of Directors authorized a discretionary share repurchase program under which the Company may repurchase up to $ 500.0 million of the Company’s common stock.
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Credit”). The facilities were initially collateralized by 18,750 bitcoin. Subsequent to quarter end, we repaid in full all $750.0 million of borrowings under the bitcoin-collateralized loans.
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• During the quarter, we initiated a new restructuring plan (“Project Align”) to further streamline our operations and eliminate redundant functions, which included a workforce reduction, contract terminations and the write-off of certain long-lived assets no longer needed to support our strategic objectives.
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• During the quarter, our majority-owned subsidiary, Exaion, entered into an agreement to provide dedicated GPU capacity to customers, marking its entry into the GPU-as-a-service market.
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• Subsequent to quarter end, we received Federal Energy Regulatory Commission (“FERC”) approval for our Long Ridge acquisition, which we expect to close in the coming weeks. Upon closing, Long Ridge is expected to contribute significant Adjusted EBITDA.
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• Subsequent to quarter end, our Board of Directors authorized a discretionary share repurchase program of up to $500.0 million of our common stock.
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As of September 30, 2026, we held 34,012 bitcoin, of which 19,260 bitcoin, or approximately 57%, were loaned or pledged as collateral. The fair value of our bitcoin holdings increased approximately $884.3 million for the three
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Subsequent to quarter end, we sold 13,597 bitcoin for aggregate proceeds of approximately $1.1 billion, of which $750.0 million was used to repay in full the outstanding bitcoin-collateralized loans. Upon repayment, all previously pledged bitcoin was released.
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The Site’s interconnection to the Electric Reliability Council of Texas (“ERCOT”) grid is subject to ERCOT’s Batch Zero interconnection study process. On August 3, 2026, the Governor of the State of Texas directed the Public Utility Commission of Texas (“PUCT”) and ERCOT to complete a comprehensive verification and audit of all data center projects advancing through ERCOT’s interconnection process before any such project moves forward, and ERCOT has postponed certain Batch Zero milestones pending completion of that audit. Although the Batch Zero study is currently scheduled to be completed in the first half of 2027, the audit could delay that schedule. The outcome of the audit and the Batch Zero study will determine whether, when and on what terms power is allocated to the Site, and there can be no assurance that the Site will be allocated all or any portion of the 2,000 MW of power capacity contemplated by the letter agreement, or that any allocation will occur on the anticipated timeline.
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During the third quarter of 2026, management committed to and initiated a new restructuring plan, Project Align, to further streamline our operations, including consolidating certain functions with our majority-owned subsidiary, Exaion. Project Align included asset write-offs, contract terminations and workforce reductions, and resulted in
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restructuring costs of $19.0 million for the three months ended September 30, 2026. The plan is expected to reduce our ongoing operating costs and improve operating efficiencies by eliminating redundant functions. During the third quarter of 2025, management implemented a separate restructuring plan to reallocate technology resources to support data center initiatives and sovereign AI solutions. Restructuring costs incurred for the three months ended September 30, 2025 were $20.9 million, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs.
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Project Align was substantially completed during the quarter, with a remaining reserve of $10.1 million, primarily related to employee separation costs and contract terminations.
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Restructuring costs for the nine months ended September 30, 2026 were $66.6 million, primarily consisting of $54.0 million related to the elimination of certain business activities, $6.9 million of employee-related separation costs and $5.6 million of contract terminations. As of September 30, 2026 the 2026 Restructuring Plans were substantially completed, and the remaining accrued restructuring liabilities were approximately $10.1 million.
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Restructuring costs for the nine months ended September 30, 2025 were $20.9 million, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs under a plan implemented in the third quarter of 2025.
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borrowings under our bitcoin-collateralized loans; these loans totaled $750.0 million, which included refinancing of the existing 2026 Line of Credit for $150.0 million.
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Subsequent to quarter end, we repaid all $750.0 million outstanding under our bitcoin-collateralized loans, resulting in the return of 17,477 bitcoin previously pledged as collateral.
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Subsequent to quarter end, our Board of Directors authorized a discretionary share repurchase program under which we may repurchase up to $500.0 million of our common stock.
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In September 2026, we entered into the First Amendment to the Purchase Agreement, which revised the milestone payment structure. Under the Purchase Agreement, as amended, milestone payments are tied to the receipt of certain regulatory approvals related to the interconnection of the Site, the Site being authorized to receive power, and upon execution of a lease relating to the Site, HIF will retain a minority interest in the Project Company.
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During the quarter ended September 30, 2026, we posted a security deposit of $100.0 million to maintain our participation in the interconnection study for the power capacity contemplated for the Site, which was replaced with a $100.0 million letter of credit in October 2026.
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The transaction structure includes a potential future equity infusion of €110.0 million ($129.7 million based on the exchange rate at the acquisition date) in exchange for newly issued shares. Accordingly, we will account for the equity infusion prospectively if and when the commitment is fulfilled, through cash on hand. Refer to Note 3 - Acquisitions and Strategic Partnerships in the notes to our Condensed Consolidated Financial Statements, for further information.
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The milestones under the Purchase Agreement and our development of the Site are 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 milestones will be
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On November 4, 2026, the Board of Directors (the “Board”) of MARA Holdings, Inc. (the “Company”) adopted amended and restated bylaws of the Company (the “A&R Bylaws”), effective immediately. The amendments, among other things:
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• Establish advance notice procedures and disclosure requirements for stockholders proposing director nominations or other business at annual meetings and director nominations at special meetings at which directors are to be elected. These provisions include an annual meeting notice window generally between 90 and 120 days before the anniversary of the preceding year’s annual meeting, information and updating requirements concerning proposing stockholders and proposed nominees, nominee questionnaires and representations and requirements relating to the universal proxy rules. The amendments also reserve white proxy cards for the Board’s exclusive use.
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• Require stockholder approval of any amendment to or repeal of the classified Board provisions by holders of a majority of the voting power of all shares entitled to vote thereon, rather than the generally applicable majority-of-votes-cast standard. The amendments also provide that changes to those provisions may not shorten an incumbent director’s term.
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• Provide that the number of directors may be fixed or changed solely by the Board, rather than by the Board or stockholders, and that, subject to applicable law, vacancies and newly created directorships between stockholder meetings may be filled only by the remaining directors.
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• Update provisions governing the calling, scheduling and conduct of stockholder and Board meetings, including expressly authorizing the Board to postpone, reschedule or cancel stockholder meetings.
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• Conform provisions to Nevada law, including specifying a two-thirds voting power requirement for director removal, and make other ministerial, clarifying and conforming changes.
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In connection with the adoption of the A&R Bylaws, the Company is updating the information concerning stockholder proposals and director nominations for its 2027 annual meeting of stockholders (the “2027 Annual Meeting”) previously disclosed in its 2026 proxy statement. Stockholders intending to nominate directors or bring other business before the 2027 Annual Meeting, other than proposals submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act, must deliver written notice to the Company’s Corporate Secretary at 1010 South Federal Highway, Suite 2700, Hallandale Beach, Florida 33009, no earlier than the close of business on February 18, 2027 and no later than the close of business on March 20, 2027. Close of business means 6:00 p.m. local time at the Company’s principal place of business. This notice window supersedes the previously disclosed March 23, 2027 deadline and is subject to the alternative timing provisions in the A&R
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Bylaws if the 2027 Annual Meeting is advanced or delayed by more than 30 days from June 18, 2027. Stockholders must also comply with all other applicable requirements of the A&R Bylaws.
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The January 7, 2027 deadline for submitting proposals pursuant to Rule 14a-8 remains unchanged. Stockholders intending to solicit proxies in support of director nominees other than the Board’s nominees must comply with the advance notice requirements and deadlines described above, including the March 20, 2027 notice deadline, and must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.
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The foregoing description is qualified in its entirety by reference to the full text of the A&R Bylaws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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On November 9, 2026, the Board authorized a share repurchase program under which the Company may repurchase up to $500 million of its outstanding common stock.
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Under the program, the Company may repurchase its common stock from time to time, in amounts, at prices and at such times as the Company deems appropriate, subject to market conditions and other considerations. Repurchases may be executed through open market purchases, privately negotiated transactions, accelerated share repurchases and/or trading plans established pursuant to Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other legal requirements. The program does not obligate the Company to repurchase any particular amount of common stock and may be modified, suspended or terminated at any time.
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Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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Other than the additional risk factors herein, we are not aware of any material changes to the risk factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report, which are incorporated herein by reference. The risks described in our Annual Report are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results, liquidity and future prospects.
The first 12 of 14 are shown (at most 12 of each type).
Work on MARA in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/MARA/export.csv") into a cell.
