AddedRisk Factors
•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;
MARAMARA Holdings
MARA is an energy and digital infrastructure company focused on acquiring, managing, and allocating energy to its highest-value uses. 10-K, Item 1
- Headquarters
- Hallandale Beach, FL
- CEO
- Frederick G. Thiel
- Next results
- around Feb 25, 2027
10-K 0001507605-26-000007 (2026-03-02) vs 10-K 0001507605-25-000003 (2025-03-03)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 12,975 | 29.8% |
| MD&A | Item 7 | 8,990 | 55.9% |
| Legal Proceedings | Item 3, via Note 18 – COMMITMENTS AND CONTINGENCIES | 1,919 | 56.9% |
| Accounting Policies | Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4,495 | 33.5% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 181 words changed in this paragraph; it is 43% similar to last year's version.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001507605-26-000007 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001507605-25-000003
MD&A 176 words changed in this paragraph; it is 37% similar to last year's version.
Source: Item 7, 10-K 0001507605-26-000007 vs Item 7, 10-K 0001507605-25-000003
Risk Factors 165 words changed in this paragraph; it is 45% similar to last year's version.
Source: Item 1A, 10-K 0001507605-26-000007 vs Item 1A, 10-K 0001507605-25-000003
Legal Proceedings 138 words changed in this paragraph; it is 42% similar to last year's version.
On October 16, 2023, August 5, 2024, defendants moved to dismiss the parties to the derivative actions pending in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida filed an agreed order to stay both actions pending completion of the Nevada Derivative Action. amended complaint. On July 25, 2024, the Florida Derivative Actions were administratively closed. On November 7, December 6, 2024, the motion to dismiss the amended class action complaint was fully briefed. On February 20, March 3, 2025, the United States District Court for the District of Nevada heard the Company’s motion to dismiss the amended complaint and, and granted the motion, while also granting the Company motion to dismiss, the court also granted the plaintiff plaintiffs thirty days to amend its their complaint to avoid a permanent dismissal. On April 2, 2025, lead plaintiffs filed a second amended class action complaint. The Company moved to dismiss the second amended complaint on June 2, 2025. On September 10, 2025, the motion to dismiss the second amended complaint was fully briefed. A hearing on the Company’s motion to dismiss the second amended complaint was held on February 13, 2026.
Source: Item 3, via Note 18 – COMMITMENTS AND CONTINGENCIES, 10-K 0001507605-26-000007 vs Item 3, via Note 19 – LEGAL PROCEEDINGS, 10-K 0001507605-25-000003
Every change, by type
Sentences and paragraphs of MARA's Risk Factors and MD&A, 10-K 2026-03-02 against 10-K 2025-03-03. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•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;
AddedRisk Factors
•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;
AddedRisk Factors
•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;
AddedRisk Factors
•Our acquisition of Exaion exposes us to risks associated with international operations and the possibility of post-closing challenges to the transaction;
AddedRisk Factors
•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;
AddedRisk Factors
•Our business expansion into the AI and HPC industry may be capital intensive and could affect our liquidity, results of operations and financial condition;
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
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RewordedRisk Factors
The unregulated nature and lack of transparency of a comprehensive and uniform regulatory framework governing many bitcoin trading venues may expose us to market structure risks, fraud, security failures, failures and operational risks, potentially harming disruptions, which could adversely affect the value and liquidity of our bitcoin holdings.
RewordedRisk Factors
As a result, we currently hold a substantial amount of bitcoin, and our financial condition is highly dependent on the market price of bitcoin, which historically has been volatile and subject to fluctuations due to regulatory developments, macroeconomic conditions, bitcoin.
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If bitcoin is classified as were determined to be a security, we may could be subject to extensive additional regulation, which could result in significant compliance costs or force us to cease certain operations. and operational limitations.
RewordedRisk Factors
Given our dependence on bitcoin Bitcoin mining, any loss of trust in the security of the Bitcoin network could materially and adversely affect our business, financial condition and results of operations.
RewordedRisk Factors
The presence of an overhang may also hinder impair our ability to raise additional capital through equity or equity-related equity-linked securities on favorable terms. terms, or at all, which could adversely affect our financial condition and strategic flexibility.
RewordedRisk Factors
In 2024, 2025, we settled our obligations using cash, cash equivalents and equivalents, proceeds from the sale of bitcoin we produced, net proceeds from our offerings of the 2024 Convertible Notes convertible notes and stock sales pursuant to our at-the-market offerings.
RewordedRisk Factors
Additionally, our strategy of holding to the extent we continue to hold bitcoin on our balance sheet sheet, we may necessitate increased need to increase stock issuances through ATM offerings to fund operations, exacerbating dilution concerns.
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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.
RewordedRisk Factors
While we believe our HODL strategy will bitcoin holdings may create long-term value, there is no guarantee that it they will generate the returns we expect or that we will be able to meet our obligations obligations, including under our outstanding convertible notes notes, without negatively impacting our financial condition.
Quiet changesRisk Factors
AddedMD&A
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.
AddedMD&A
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.
AddedMD&A
•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.
AddedMD&A
•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%.
AddedMD&A
•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.
AddedMD&A
•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.
AddedMD&A
•As of December 31, 2025, 28% of our bitcoin holdings had been activated by our digital asset management strategy.
AddedMD&A
•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.
AddedMD&A
•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.
AddedMD&A
•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.
AddedMD&A
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.
AddedMD&A
opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.
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RewordedMD&A
Assuming the remaining outstanding 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”) and the 2024 Convertible Notes (collectively, the “Convertible Notes”) are not converted into common stock, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $0.7 $0.5 million in each the 2026 calendar year from 2025 through 2026 in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2025 through 2031 in connection with the 2.125% Convertible Senior Notes due 2031 and (ii) principal for each of the Convertible Notes upon maturity, for a total of $2.3 billion, will be payable under the terms of the Convertible Notes.
RewordedMD&A
We define adjusted 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 items, which currently include (i) stock stock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) early termination expenses impairment of goodwill and other, other assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) net gain from extinguishment of debt. debt, (vii) net gain/loss on investments and (viii) early termination expenses.
RewordedMD&A
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The $224.2 million $343.6 million, or approximately 125% 80%, increase was primarily due to the deployment of additional mining rigs since and an overall expansion in the prior year period, the acquisitions of GC Data Center Acquisition, the Garden City Acquisition and the Arkon Acquisition and overall increased scale of the our business.
RewordedMD&A
During the year ended December 31, 2024, 2025, in connection with the issuance of the June 2031 Notes and March 2030 August 2032 Notes, we entered into agreements to repurchase repurchased approximately $263.2 $19.4 million principal amount of the December 2026 Notes and as Notes, resulting in a result, recorded a $1.0 million gain from the extinguishment of $13.1 million. debt.
RewordedMD&A
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The change primarily relates to the remeasurement of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is remeasured at fair value at the end of each reporting period with changes recognized on the Consolidated Statements of Operations. period.
RewordedMD&A
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MARA is a vertically integrated an energy and digital infrastructure company that leverages high-intensity compute, such as bitcoin mining, Bitcoin mining and artificial intelligence (“AI”) compute to monetize excess energy and underutilized energy assets power and optimize power management. management across its operations.
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Quiet changesMD&A
Although we do not directly receive significant compensation for curtailment, the dispatchable load of our bitcoin Bitcoin mining operations helps balance the grid and provides electricity to communities when in need.
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