What changed in this filing

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Item 1. Business

2025-03-03 compared with 2024-02-28 · 122 added, 163 removed, 70 unchanged (80% of the section changed)

CORPORATE OVERVIEW

Marathon is a digital asset technology company that is principally engaged in producing or “mining” digital assets with a focus on the Bitcoin ecosystem.

Our strategic initiatives primarily focus on mining and holding bitcoin as a long-term investment.

Bitcoin is seeing increasing adoption, and, due to its limited supply, we believe it offers opportunity for appreciation in value and long-term growth prospects for our business.

In addition to mining and holding bitcoin, from time to time we have explored, and we may in the future explore, opportunities to become more involved in businesses that expand or supplement those directly related to the self-mining of bitcoin as favorable market conditions and opportunities arise.

For example, we have considered or engaged in owning and operating bitcoin mining facilities or data centers, selling proprietary software or technology to third parties operating in the Bitcoin ecosystem, offering advisory and consulting services to support bitcoin mining ventures in domestic and international jurisdictions, and generating electricity from renewable energy resources or methane gas capture to power bitcoin mining projects.

The Company is committed to carbon neutrality and growing operations through predominately renewable energy sources.

Our business is also active in Bitcoin-related projects related to the technological development of immersion, hardware, firmware, mining pools and side chains that use the blockchain cryptography.

MARA is a global leader in leveraging digital asset compute to support the energy transformation, with operations on four continents and 16 data centers in North America, the Middle East, Europe and Latin America.

We employ different strategies and structures (self-owned, joint ventures, and third-party hosted) to diversify risk across the organization.

In prior years, we primarily used third party hosted sites to operate with an asset-light model.

During the year, we decided to diversify our portfolio of assets and increased the proportion of our owned mining sites, exiting the year at approximately 70% owned capacity.

Our core business is bitcoin mining, and we produce, or “mine,” bitcoin using one of the industry’s largest and most energy-efficient fleets of specialized computers while providing dispatchable compute as an optionality to the electric grid operators to balance electric demands on the grid.

We are exploring low cost energy initiatives through our owned power generation business, which focuses on disintermediating pipelines and powerlines by locating operations directly at energy sources, such as renewable energy sites and methane gas capture locations.

Over time, it is our expectation that this strategy will reduce production costs, improve operating margins, lower the weighted average cost of capital, and extend the duration of our bitcoin mining rigs and capacity.

Our low cost energy strategy focuses on reducing costs by utilizing stranded energy and exploring other opportunities, including selling excess capacity to offset costs and pursuing revenue generating initiatives that provide higher margins, thereby reducing our reliance on higher electricity costs.

For example, subsequent to year end, we acquired an electric generating wind farm facility to utilize last-generation bitcoin mining rigs to provide an avenue for the hardware to continue operating profitably beyond its normal lifecycle.

In addition, we are expanding our involvement in complementary businesses that align with our core competencies and strategic goals.

This includes the sale of data center infrastructure, such as immersion-cooled systems, to third parties operating in the bitcoin ecosystem and the artificial intelligence (“AI”) and high-performance compute (“HPC”) sector.

Our business is also active in bitcoin-related projects focused on the technological development of immersion, hardware, firmware, mining pools and side chains that leverage blockchain cryptography.

We believe we are the second largest holder of bitcoin among publicly traded companies.

From time to time, we enter into forward or option contracts and/or lend bitcoin to increase yield on our bitcoin holdings.

As used throughout this Annual Report, the term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol which implements a highly available, public, permanent, and decentralized ledger.

The term “bitcoin” with a lower case “b” is used to denote the token, bitcoin.

The terms “bitcoin” with a lower case “b” and “BTC” are used to denote the coin, bitcoin.

BITCOIN BLOCKCHAIN

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Bitcoin is a decentralized digital asset that operates on a peer-to-peer network, allowing users to send and receive payments without the need for banks and other intermediaries.

Bitcoin is not linked to any fiat currency or country’s monetary policy, therefore serves as a store of value outside of government control.

Bitcoin is not linked to any fiat currency or country’s monetary policy and therefore serves as a store of value outside of government control.

This is possible by using blockchain technology, which is a distributed ledger that records and verifies all transactions on the network.

The Bitcoin blockchain is a public, transparent, and unalterable record of all transactions that have ever occurred on the peer-to-peer network.

When a user sends a transaction on the Bitcoin network, it is broadcast to the network and added to a pool of unconfirmed transactions known as the “mempool.” Mining rigs then compete in a sort of lottery to “solve a block,” which confirms a transaction and adds it to the blockchain, and the mining rig receives a reward in the form of newly minted bitcoin.

When a user sends a transaction on the Bitcoin network, it is broadcast to the network and added to a pool of unconfirmed transactions known as the “mempool.” Miners, which operate specialized hardware, known as bitcoin mining rigs or application-specific integrated circuits (“ASICs”), then compete to process these unconfirmed transactions into a “block.” The first miner to successfully confirm and assemble the transactions into a block receives a reward in the form of newly minted bitcoin (block subsidy) and transaction fees.

Each confirmed transaction is cryptographically signed and permanently recorded in the blockchain as a new block, and cannot be altered or deleted.

The block chain is maintained by a robust and public open-source architecture consisting of a network of computers, known as nodes, that work together to verify and validate new transactions.

The blockchain is maintained by a robust and public open-source architecture consisting of a network of computers, known as nodes, that work together to verify and validate new transactions.

Because the blockchain is decentralized and transparent, all users can verify the legitimacy of a transaction without having to rely on a third party.

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Bitcoin mining plays a key role in the maintenance and growth of the Bitcoin network by providing the computational power needed to verify transactions and add new blocks to the blockchain.

As consumers increasingly become interested in mining bitcoin, the network becomes more secure and efficient.

As of December 31, 2023, we operated approximately 210,000 mining rigs globally, with an installed and energized hash rate of approximately 25.2 and 24.7 exahashes per second, respectively.

During the year ended December 31, 2023, we mined 12,852 bitcoin, an increase of 8,708 bitcoin, or 210.1%, over the prior year.

We remain focused on maximizing our chances of successfully solving blocks on the Bitcoin blockchain by growing our hash rate, or the amount of computational power we devote to supporting the bitcoin blockchain, to enhance our ability to successfully solving blocks.

Generally, the greater the share a single mining rig can capture of the blockchain’s total network hash rate, or the aggregate hash rate deployed to solving a block on the Bitcoin blockchain, the greater the rig’s chances of solving a block and therefore earning the reward.

Currently, the reward for each solved block is equal to 6.25 bitcoin plus transaction fees and, as of December 31, 2023, the price of a bitcoin was $42,288.

As additional mining operators enter the market in response to increased demand for bitcoin, the blockchain’s network hash rate grows.

As we expect this trend to continue, we will need to continue to grow our hash rate to compete in our dynamic and highly competitive industry.

We believe that, as the Bitcoin network becomes more secure, its enhanced security may drive greater adoption and transaction volumes and fees.

As of December 31, 2024, we operated approximately 400,000 mining rigs globally, with an energized hashrate of approximately 53.2 exahashes per second (“EH/s”).

During the year ended December 31, 2024, we mined 9,430 bitcoin.

We remain focused on maximizing our chances of successfully processing blocks on the Bitcoin blockchain by growing our hashrate, or the amount of computational power we devote to supporting the Bitcoin blockchain, to enhance our ability to successfully process blocks.

Generally, the greater the share a single miner can capture of the blockchain’s total network hashrate, or the aggregate hashrate deployed to processing blocks on the Bitcoin blockchain, the greater the miner’s chances of processing a block and therefore earning the reward.

As additional mining operators enter the market in response to increased demand for bitcoin, the Bitcoin blockchain’s network hashrate grows.

Bitcoin “Halving” Events

Bitcoin halving is a phenomenon that has historically occurred approximately every four years on the Bitcoin network.

Halving is a key part of the Bitcoin protocol and serves to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus algorithm.

At a predetermined block, the mining reward is cut in half, hence the term “halving.” For example, the reward for adding a single block to the blockchain was initially set at 50 bitcoin currency rewards.

The Bitcoin blockchain has undergone halving three times since its inception as follows:

(1) on November 28, 2012 at block height 210,000;

(2) on July 9, 2016 at block height 420,000;

and (3) on May 11, 2020 at block height 630,000, when the reward was reduced to its current level of 6.25 bitcoin per block.

The next halving for the Bitcoin blockchain is anticipated to occur around April 2024 at block height 840,000.

This process will recur until the total amount of bitcoin currency rewards issued reaches 21.0 million, and the theoretical supply of new bitcoin is exhausted, which is expected to occur around 2140.

Bitcoin halving is a phenomenon that has historically occurred every 210,000 blocks or approximately every four years on the Bitcoin network.

The halving is a key part of the Bitcoin protocol and serves to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus algorithm.

At a predetermined block, the block subsidy portion of the reward is cut in half, hence the term “halving.” For example, the block subsidy for adding a single block to the blockchain was initially set at 50 bitcoin currency rewards.

The Bitcoin blockchain has undergone a halving four times since its inception, most recently in April 2024.

The next halving for the Bitcoin blockchain is anticipated to occur around April 2028 .

This process will recur until the total amount of bitcoin currency rewards issued reaches 21,000,000, and the theoretical supply of new bitcoin is exhausted, which is expected to occur around 2140.

Many factors influence the price of Bitcoin, and potential increase or decrease in prices in advance of or following the future halving is unknown.

At the beginning of the year, the reward for each solved block was equal to 6.25 bitcoin plus transaction fees.

On April 19, 2024, the bitcoin halving event occurred, reducing the previous block reward to 3.125 bitcoin per block.

The transaction fee was not impacted by the halving.

As of December 31, 2024, the price of bitcoin was $93,354.

Factors Affecting Profitability

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The prices of digital assets, including bitcoin, have historically experienced substantial volatility, and digital asset prices have in the past and may in the future be driven by speculation and incomplete information, subject to rapidly changing investor sentiment, and influenced by factors such as technology, macroeconomic conditions, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

Further, the value of bitcoin and other digital assets may be significantly impacted by factors beyond our control, including consumer trust in the market acceptance of bitcoin as a means of exchange by consumers and producers.

The halving is an important part of the Bitcoin ecosystem, and it is closely watched by miners, investors, and other participants in the digital asset market.

Each halving event has historically been associated with significant price movements in the value of bitcoin.

Network Hash Rate and Difficulty

Generally, a bitcoin mining rig’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the mining rig’s hash rate, relative to the global network hash rate (i.e., the aggregate amount of computing power devoted to supporting the Bitcoin blockchain at a given time).

As demand for bitcoin increases, the global network hash rate rapidly increases, and as more adoption of bitcoin occurs, we expect the demand for new bitcoin will likewise increase as more mining companies are drawn into the industry by this increase in demand.

Network Hashrate and Difficulty

Generally, a bitcoin mining rig’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the mining rig’s hashrate, relative to the global network hashrate (i.e., the aggregate amount of computing power devoted to supporting the Bitcoin blockchain at a given time).

As demand for bitcoin increases, the global network hashrate rapidly increases, and as more adoption of bitcoin occurs, we expect the demand for new bitcoin will likewise increase as more mining companies are drawn into the industry by this increase in demand.

Further, as more and increasingly powerful mining rigs are deployed, the network difficulty for Bitcoin increases.

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A high difficulty means that it will take more computing power to solve a block and earn a new bitcoin reward, which, in turn, makes the Bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network.

Therefore, as new and existing miners deploy additional hash rate, the global network hash rate will continue to increase, meaning a miner’s share of the global network hash rate (and therefore its chance of earning bitcoin rewards) will decline if it fails to deploy additional hash rate at pace with the industry.

Therefore, as new and existing miners deploy additional hashrate, the global network hashrate will continue to increase, meaning a miner’s share of the global network hashrate (and therefore its chance of earning bitcoin rewards) will decline if it fails to deploy additional hashrate at pace with the industry.

STRATEGIC FOCUS

Our focus in 2023 was on growth execution and transition into a more mature organization with diversified portfolio of bitcoin mining technologies and assets.

This focus consisted of both the expansion of operations of our core bitcoin mining business (operating mining rigs at third-party owned and operated data centers), acquiring and operating bitcoin mining sites to host our own bitcoin mining rigs, and operating MaraPool, our proprietary bitcoin mining pool which orchestrates the operation of our fleet of mining rigs.

Key activities and milestones throughout 2023 included the following:

• In December 2023, we entered into a definitive agreement to acquire two currently operational bitcoin mining sites, totaling 390 megawatts of capacity, in Granbury, Texas and Kearney, Nebraska, to reduce the cost per coin of our current operations at these sites and further transition from the asset-light organization to one that manages a diversified and resilient portfolio of bitcoin mining operations.

The transaction closed on January 12, 2024;

• We deployed capital to secure the most efficient Application Specific Integrated Circuit mining rigs (“ASICs”) through contracts that included price protection clauses which benefited the Company as ASICs prices declined throughout the second and third quarters of 2023;

• We continued operations at a wind-powered site in McCamey, Texas and other smaller sites, which have increased our use of renewable sources of energy;

• We secured additional hosting services to further our planned expansion of operations, entering into third-party hosting relationships with Applied Digital Corporation (“APLD”) to host S19XP mining rigs at sites in Texas and North Dakota;

• We increased our hash rate from 7.0 and 7.0 installed and energized exahashes per second, respectively, as of December 31, 2022 to 25.2 and 24.7 installed and energized exahashes per second, respectively, as of December 31, 2023.

The year ended December 31, 2023 was a year of adaptation, as we overcame several operational and financial headwinds that occurred during 2022, including:

• Our primary mining facility in Hardin, Montana went offline after being damaged by a storm in mid-2022;

• Delays in the energization of the McCamey, Texas site during the second and third quarters of 2022;

• Compute North, our largest hosting partner, entered bankruptcy proceedings in September 2022;

• A significant decline in the price of bitcoin, which resulted in impairments of our bitcoin holdings throughout 2022 and an impairment charge related to the value of our mining rigs and certain contracts during the fourth quarter of 2022;

• Challenging financial markets and macroeconomic conditions throughout 2022.

Our primary focus in 2024 is to keep our current fleet of over 210,000 bitcoin mining rigs energized and running optimally while increasing our total operational hash rate.

Our operational hash rate was 7.0 exahashes per second as of December 31, 2022 and was more than 24.7 exahashes per second as of December 31, 2023.

We anticipate further growth of our operational hash rate in 2024 as we bring newly acquired bitcoin miners into operation.

We expect to increase our operational hash rate to approximately 35 to 37 exahashes per second in 2024.

By December 31, 2025, we plan to reach 50 exahashes per second in operational hash rate.

To support this growth, we have placed orders with multiple manufacturers for approximately 22 exahashes per second and hold the option to purchase an additional 23 exahashes per second.

Additionally, we expect to expand our data center capacity through a portfolio approach with a healthy mix of asset-light, asset-heavy, and joint venture partnerships.

Historically, we have grown quickly to become one of the world’s largest publicly traded bitcoin mining companies.

We achieved this milestone through an asset-light strategy, which involved deploying our bitcoin miners at third-party hosted sites.

This approach saved us significant amounts of capital that would have otherwise been invested in data center infrastructure and allowed us to allocate more capital into revenue-generating assets, including bitcoin miners.

During the year ended December 31, 2023 we shifted our strategy from an asset-light business model to a diversified and resilient portfolio approach directly supporting our bitcoin mining operations.

This approach involves managing a strategic mix of third-party hosted sites and self-owned and operated sites, which we believe will help the business weather market downturns by optimizing its cost structure.

In January 2024, we acquired two data centers totaling 390 megawatts.

Following this acquisition, our operations are moving towards being more evenly split between third-party hosted and self-owned and operated sites.

In 2023, we launched a joint venture in Abu Dhabi, United Arab Emirates, which operates two sites with a total capacity of 250 megawatts, of which we own 20%.

These sites operate in one of the world’s most challenging environments, with summertime temperatures of approximately 115 degrees Fahrenheit and 98% humidity.

We believe our state-of-the-art immersion technology deployed at these sites has resulted in the bitcoin mining rigs operating with minimal human intervention and need for repairs.

In addition, in November 2023 we launched a joint venture project in Paraguay to support 20 megawatts and expect operations to commence at the site during the quarter ending June 30, 2024.

We intend to continue our international expansion efforts into 2024.

To support this shift in strategy and to capitalize on opportunities for international expansion and industry consolidation, we strengthened our liquidity position – a priority that we intend to continue focusing on in 2024.

Our combined cash and cash equivalents and bitcoin reserve totaled nearly $1.0 billion as of December 31, 2023.

Refer to the “Liquidity and Capital Resources” section, for further information.

We also expect to deploy several technological innovations developed by our technology team and partners.

These innovations include new immersion-cooling systems, hardware, and software solutions that are designed to optimize mining rig performance and the reliability of our operations.

Moreover, we are exploring novel sources of underutilized or wasted energy sources, which may reduce bitcoin production costs.

Our focus in 2024 was on growth, execution and transition into a more mature organization with a diversified portfolio of bitcoin mining sites while strategically reducing bitcoin production costs.

This focus consisted of the expansion of operations of our core bitcoin mining business, acquiring and operating bitcoin mining sites to host our own bitcoin mining rigs and deploying low cost energy initiatives.

Key activities and milestones during 2024 included the following:

• We more than doubled our hashrate to 53.2 EH/s.

• We acquired five operational data centers, totaling 812 megawatts (“MW”) of nameplate capacity, in Granbury and Garden City, Texas, Kearney, Nebraska, and Hannibal and Hopedale, Ohio.

• We entered into an agreement to acquire a wind farm in Hansford County, Texas, with 240 MW of interconnection capacity and 114 MW of nameplate wind capacity to establish a behind-the-meter data center at low energy costs and provide an avenue for prior-generation bitcoin mining rigs to continue operating profitably beyond their normal lifecycle.

The acquisition closed subsequent to year end.

• We launched a 25 MW micro data center operation in partnership with an oil and gas company, utilizing excess, flared natural gas from oil wellheads in Texas and North Dakota to power our bitcoin mining operations.

This operation mitigates up to 99% of methane emissions and drives down our energy costs.

• In Finland, we deployed two pilot projects to recycle heat from our operations, providing heat to communities with a total population of approximately 80,000 residents.

These sites offset our production costs through heat sales while reducing the local communities’ reliance on high carbon emitting biomass through the use of hydro power, delivering renewable energy and more affordable heating to communities.

• We launched a program to generate additional return by loaning bitcoin.

At year end, we had approximately 10,374 bitcoin under loaned or collateral arrangements.

• We grew bitcoin holdings (including loaned and collateralized bitcoin) by 197% to 44,893, which highlights our commitment to our core operations while also recognizing opportunities to purchase bitcoin strategically.

Our primary focus in 2025 is to keep our current fleet of over 400,000 bitcoin mining rigs energized and running optimally while increasing our total hashrate.

We anticipate further growth of our hashrate in 2025 as we bring newly acquired bitcoin miners into operation.

We have grown quickly to become a global leader in leveraging digital asset compute to support energy transformation.

We achieved this milestone through an asset-heavy strategy, which involved deploying our bitcoin miners at third-party hosted sites and making strategic acquisitions throughout 2024.

During the year ended December 31, 2024 we announced a significant shift in our treasury policy and adopted a full holding onto bitcoin (“HODL”) strategy to retain all mined and purchased bitcoin for the foreseeable future.

The adoption of this strategy reflects our confidence in the long-term value of bitcoin and our belief that it is the world’s best treasury reserve asset.

In addition to this approach, we implemented a hybrid bitcoin acquisition strategy, balancing mining with opportunistic market purchases, leveraging approximately $2.2 billion in aggregate principal amount of convertible senior notes (the “2024 Convertible Notes”), of which $1.9 billion bears no interest.

In 2024, we acquired 22,065 bitcoin at an average price of $87,205 and mined an additional 9,430 bitcoin, increasing our total bitcoin holdings to 44,893 as of December 31, 2024.

These holdings were valued at approximately $4.2 billion based on a spot price of $93,354 per bitcoin on of December 31, 2024, strengthening our liquidity position – a priority that we intend to continue focusing on in 2025.

As of December 31, 2024, we had approximately 7,377 bitcoin loaned to third parties, generating yield from our loaned bitcoin, and approximately 2,997 bitcoin utilized as collateral for borrowings.

Our combined cash and cash equivalents, excluding restricted cash and digital assets, including loaned and collateralized bitcoin, totaled nearly $4.6 billion as of December 31, 2024.

Refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Financial Condition and Liquidity” included in this Annual Report for further information.

We also expect to deploy several technological innovations developed by our technology team and partners at our operations and bring them to market.

These innovations include a new two-phase immersion-cooling (“2PIC”) system, designed to optimize cooling efficiency, mining rig performance, and heat capture and reuse, as well as new hardware and software solutions.

Deployments of 2PIC technology have already begun, with tanks scheduled for integration across key sites to improve both our operations and those of external customers.

Initially, we expect to be the primary user of 2PIC.

Research and Development

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Our R&D process is designed to support the creation and development of new tools and processes intended to serve an integral part of our overall business strategy and enhance our market position as an advanced and sustainable bitcoin miner.

Additionally, R&D includes activities related to AI and adjacent markets, with the goal of creating additional revenue opportunit ies over the long term.

The first step in the R&D process is ideation, which is the process of generating and evaluating new ideas.

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We also conduct market testing to gather feedback from real-world users, and use this feedback to refine and improve the product or service.

Overall, our R&D process is designed to support the creation and development of innovative technology advancements that ensure we maintain our competitive advantages and improve its position as a leading bitcoin miner.

We believe that this process is essential for driving growth, staying ahead of the competition, and achieving success.

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Our strategic focus is to identify and partner with companies that we believe will generate synergies to create long-term value for our stockholders.

One key element of our investment strategy is to focus on companies that are at the forefront of emerging technologies and industries.

A core element of our investment strategy is to focus on companies that are at the forefront of emerging technologies and industries.

We believe targeted companies have the potential to drive significant innovation and growth, and we are committed to supporting the development through investments in both hardware and software companies.

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We are committed to making strategic investments that align with both our vision and values, and believe this approach will help us achieve long-term success.

We deploy miners at sites throughout the United States, as well as in the United Arab Emirates and Paraguay.

In the United States, with the exception of the sites in Granbury, Texas and Kearney, Nebraska, which we acquired in January 2024 and are currently operated by a third party, all of our sites are currently hosted by third parties to

whom we pay a fee.

The follow map represents our site locations, with additional information to follow summarizing our current and anticipated operating sites in the United States and internationally:

We deploy miners at sites on four continents.

The following map and table represent our site locations and provide current megawatt (“megawatt” or “MW”) and exahash capacity and expansion opportunities:

Site Location

watts Energized Exahash

McCamey, Texas Hut 8 Mining Corp.

("Hut 8") affiliate 216 7.7 43,000 S19j Pros and

25,000 S19 XPs

Ellendale, North Dakota APLD affiliate 180 7.8 57,000 S19 XPs

Garden City, Texas APLD affiliate 100 4.5 30,000 S19 XPs and

4,200 S19j Pros

Granbury, Texas (2)

Hut 8 affiliate 53 1.9 12,000 S19j Pros,

5,000 S19 XPs and

7,000 S19 K Pros

Jamestown, North Dakota APLD affiliate 40 1.4 10,000 S19 XPs, with another

768 units of immersion

Kearney, Nebraska (2)

Hut 8 affiliate 12 0.3 2,300 S19j Pros,

1,000 S21s and

1,300 MicroBTs

Various 10 0.3 2,590 S19j Pros,

2,800 S19 Pros and

Abu Dhabi, United Arab Emirates

Zero Two 25 0.6 4,370 XPs

Penguin Infrastructure S.A.

4 0.2 1,688 XPs

(1) Notes the approximate deployed and operational fleet at each site location or the anticipated scope of the fleet to be deployed at those sites not yet operational.

(2) On January 12, 2024, the Company, through its wholly owned subsidiary MARA USA Corporation, acquired two operational bitcoin mining sites.

(3) Includes site locations of Hopedale, Ohio, Murray, Kentucky and Layton, Utah.

An additional 4,700 j Pros are anticipated to be energized in 2024.

Operational Capacity (MW)

Growth Capacity (MW) (1)

Total Nameplate Capacity (MW)

Energized Exahash

Granbury, Texas Colocated generation + grid 232 68 300 12.1

Garden City, Texas Colocated generation + grid 126 74 200 8.2

Hannibal, Ohio Grid connection 41 159 200 —

Hansford County, Texas (2)

Colocated with wind generation — 180 180 —

Findlay, Ohio Grid connection 26 124 150 1.2

Kearney, Nebraska Grid connection 92 8 100 5.8

Hopedale, Ohio Grid connection 21 4 25 0.9

Hearne, Texas Flare gas 22 — 22 0.6

International Various 57 — 57 2.1

Total Owned Sites 617 617 1,234 30.8

McCamey, Texas Colocated generation + grid 216 — 216 7.6

Ellendale, North Dakota Grid connection 180 — 180 10.5

Jamestown, North Dakota Grid connection 93 — 93 3.7

Other Various 12 — 12 0.6

Total Hosted Sites 501 — 501 22.4

Total 1,118 617 1,735 53.2

(1) Subject to certain utility approval, interconnection studies, land lease/acquisitions and/or regulatory approvals.

(2) The Hansford County, Texas acquisition closed subsequent to year end, on February 14, 2025.

In digital asset mining, companies and individuals use computing power to solve cryptographic algorithms to record and publish transactions to blockchain ledgers or provide transaction verification services to the Bitcoin network in exchange for digital asset rewards.

The current reward for verifying a block on the Bitcoin blockchain is 3.125 bitcoin.

Miners can range from individual enthusiasts to professional mining operations with dedicated data centers.

Miners can range from individual enthusiasts to professional mining operators with dedicated data centers.

Miners may organize themselves in mining pools.

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Currently, the information concerning the activities of these enterprises is not readily available as the vast majority of the participants in this sector do not publish information publicly or the information may be unreliable.

While there is limited available information regarding non-public competitors, several public companies (traded in the United States and internationally), such as the following, may be considered to compete with us:

• Argo Blockchain plc;

• Bitfarms Ltd.;

• Bit Digital, Inc.;

• Cipher Mining Inc.;

• Cleanspark, Inc.;

• Core Scientific, Inc.;

• Greenidge Generation Holdings Inc.;

• Hive Digital Technologies Ltd.;

• Hut 8 Corp.;

• Iris Energy Limited;

• Riot Platforms, Inc.;

• Stronghold Digital Mining, Inc.;

• TeraWulf Inc.

We believe our recent acquisition of two currently operational bitcoin mining sites, totaling 390 megawatts of capacity, in Granbury, Texas and Kearney, Nebraska and our ongoing deployment of miners positions us well among the publicly traded companies involved in the digital asset mining industry.

We believe our acquisitions and our ongoing deployment of miners positions us well among the publicly traded companies involved in the digital asset mining industry.

The digital asset mining industry is a highly competitive and evolving industry and new competitors and/or emerging technologies could enter the market and affect our competitiveness in the future.

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In certain cases, source code and other software assets may be subject to an open-source license, as much of the technology development underway in our sector is open source.

We currently own five patents in the United States and have six patent applications pending.

The expiration dates of our patents range from March 2036 and November 2043.

We currently own two patents in the United States and have 17 patent applications pending.

Our patents have various expiration dates, generally 20 years from the respective original filing date.

Our patents improve efficiency to decrease settlement risk and expand server and radio functionalities.

In the future, we may seek to register additional patents in connection with our existing and planned blockchain and digital asset operations.

We rely upon the following to protect and enforce our proprietary information and intellectual property:

• trade secrets;

• trademarks;

• service marks;

• trade names;

• copyrights;

• other intellectual property rights.

Additionally, we expect to license the use of intellectual property rights owned and controlled by others.

We also have developed, and may further develop, certain proprietary software applications for purposes of its digital asset mining operation and may license proprietary software application to third parties.

To protect and enforce our proprietary information and intellectual property, we rely upon trade secrets, trademarks, service marks, trade names, copyrights and other intellectual property rights.

Additionally, we expect to continue to license the use of intellectual property rights owned and controlled by others.

We also have developed, and may further develop, certain proprietary software applications for purposes of our digital asset mining operations and may license proprietary software application to third parties.

REGULATORY LANDSCAPE

We operate within a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations enacted by U.S.

federal, state, and local governments, governmental agencies, and regulatory authorities, including the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Federal Trade Commission (the “FTC”), and the Financial Crimes Enforcement network of the U.S.

federal, state, and local governments, governmental agencies, and regulatory authorities, including the U.S.

Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”), the Federal Trade Commission (the “FTC”), and the Financial Crimes Enforcement network of the U.S.

Department of Treasury, as well as similar entities in other countries.

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Additionally, state and local regulation of bitcoin mining is important with respect to where we conduct our mining operations.

A substantial number of our bitcoin miners are located in Texas and North Dakota, which are generally favorable regulatory environments for bitcoin miners as compared to other states.

A substantial number of our bitcoin miners are located in Texas and North Dakota, which are generally favorable regulatory environments for bitcoin miners compared to other states.

However, we may also become subject to additional regulatory requirements on a state and local level in the geographies in which we operate, and as we strategically expand our operations into new areas.

For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see Part I, Item 1A.

For additional discussion of potential risks that existing and future regulation may pose to our business, see Part I, Item 1A.

“Risk Factors” of this Annual Report.

HUMAN CAPITAL AND DIVERSITY, EQUITY AND INCLUSION

HUMAN CAPITAL RESOURCES

As of December 31, 2024, we had a total workforce of approximately 152 employees across our entire organization, all of whom were employed full-time, including professionals in accounting, communications, engineering, finance, growth, human resources, information and technology, investor relations, legal and operations.

Our strategy with human capital resources is to align the interests of our employees with our key long-term success drivers.

In execution of this strategy, we adopted an equity incentive plan, under which all eligible employees can be granted options, restricted stock, preferred stock, restricted stock units or warrants.

We believe our performance plan is a key incentive for our employees that aligns their long-term interests with our long-term objectives as an organization.

Our human capital resources strategy is to align the interests of our employees with our key long-term success drivers.

In execution of this strategy, we maintain an equity incentive plan, under which all eligible employees can receive equity grants.

We believe our equity plan serves as a key incentive for our employees, aligning their long-term interests with our objectives as an organization.

We also compare salary and wages against quantitative benchmarks and adjust monetary compensation to ensure wages are competitive and consistent with employee positions, skill levels, experience, and geographic location.

We maintain a robust process for ensuring pay equity across the Company and increases in incentives and compensation based on merit and performance.

We maintain a robust process for ensuring pay equity across MARA and increases in incentives and compensation based on merit and performance.

In addition, we provide a comprehensive range of benefits options, including medical, dental and vision insurance for employees and family members, paid and unpaid leaves, and life and disability/accident coverage.

At Marathon, we seek to attract a pool of diverse, best-in-class candidates and foster their career growth by hiring the best talent available, rather than relying solely on educational background.

At MARA, we seek to attract a pool of diverse, best-in-class candidates and foster their career growth by hiring the best talent available, rather than relying solely on educational background.

In support of such initiative, we look for candidates in local communities and large cities alike, and from a variety of backgrounds.

Our goal is a long-term, growth-oriented career for each employee.

We also believe that our ability to retain our workforce is dependent on our ability to foster an environment that is sustainably safe, respectful, fair, and inclusive of everyone, and promotes diversity, equity, and inclusion both inside and outside of our business.

RECENT DEVELOPMENTS

On October 24, 2023, we commenced a new at-the-market offering program (the “2023 ATM”) with H.C.

Wainwright & Co., LLC, acting as sales agent (“Wainwright”), pursuant to an at-the-market offering agreement (the “ATM Agreement”), under which we may offer and sell shares of our common stock from time to time through the sales agent having an aggregate offering price of up to $750.0 million.

As of December 31, 2023, we sold 19,591,561 shares of common stock under the 2023 ATM for an aggregate purchase price of $248.1 million, net of commissions and expenses.

Subsequent to December 31, 2023, we sold additional shares of common stock under the 2023 ATM such that the aggregate offering price of shares sold under the 2023 ATM is approximately $750.0 million.

In February 2024, we intend to commence a new at-the-market offering program with Wainwright acting as sales agent (the “2024 ATM”) pursuant to the ATM Agreement, under which we may offer and sell shares of our common stock from time to time through Wainwright having an aggregate offering price of up to $1.5 billion.

On January 12, 2024, we consummated an acquisition of 100% of the issued and outstanding equity interests (the “Transaction”) of GC Data Center Equity Holdings, LLC, through our wholly owned subsidiary MARA USA Corporation, pursuant to which we acquired two operational bitcoin mining sites for an aggregate 390 megawatts of operational capacity in exchange for $179.0 million cash consideration, subject to customary working capital adjustments.

We hope to realize synergies from this transaction through the integration of our technology stack, which we expect will improve efficiencies and scale our operating capacity.

In November 2023, we launched a joint venture in Paraguay with 1,170 miners energized.

The operations at this facility are powered entirely by hydroelectricity.

We expect operations at this facility to commence during the quarter ending June 30, 2024 and to generate 1.1 exahashes.

We completed the installation and energization of approximately 28,000 S19 XPs to commence operations at a Garden City, Texas site during the quarter ended December 31, 2023.

CORPORATE HISTORY AND INFORMATION

We were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc.

On December 7, 2011, we changed our name to American Strategic Minerals Corporation, and in October 2012, we changed our name to Marathon Patent Group, Inc.

We operated as Marathon Patent Group, Inc.

until March 1, 2021, when we changed our name to Marathon Digital Holdings, Inc.

Our corporate headquarters are located at 101 SE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301.

We also maintain a West Coast office at 300 Spectrum Center Drive, Suite 950, Irvine, California 92618.

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as well as other filings made with the SEC, are available free of charge through our website (www.mara.com under the “Investors” section).

We also believe that our ability to retain our workforce is dependent on our ability to foster an environment that is sustainably safe, respectful, fair, and inclusive of everyone.

CORPORATE HISTORY AND AVAILABLE INFORMATION

Previously known as Marathon Digital Holdings, Inc., we changed our name to MARA Holdings, Inc.

on August 29, 2024.

Our website address is www.mara.com.

The information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report filed with the SEC.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business