What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-11-12 · 235 added, 466 removed, 69 unchanged (91% of the section changed)

2 unchanged sentences

and its consolidated subsidiaries.

You should read the following discussion and analysis together with our financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (this “Quarterly Report”).

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to considerable risks and uncertainties.

5 unchanged sentences

Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us.

Our actual financial condition and results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below in the section entitled “Risk Factors” in Part II, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, as amended by Amendment No.

1 on Form 10-K/A (our “Annual Report”), which is incorporated herein by reference, as well as in the other public filings we make with the U.S.

Our actual financial condition and results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section entitled “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025, (our “Annual Report”), which is incorporated herein by reference, as well as in the other public filings we make with the U.S.

Securities and Exchange Commission (the “SEC”).

6 unchanged sentences

As a result, investors should not place undue reliance on these forward-looking statements.

BUSINESS OVERVIEW

MARA is a global leader in leveraging digital asset compute to support the energy transformation with operations in four continents and 14 data centers in North America, the Middle East, Europe and Latin America.

As of September 30, 2024, the Company had 1,100 megawatts of available energy capacity for computing.

The Company uses different strategies and structures (self-owned and operated, joint ventures, and third-party hosted) to diversify risk across the organization.

It is the Company’s intent that self-owned and operated sites will represent a greater proportion of our portfolio over time.

The Company’s core business is Utility-Scale Computing, which produces or “mines” 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.

As of September 30, 2024, the Company had approximately 268,000 energized and operational mining rigs, capable of producing 36.9 exahashes per second with an efficiency of 22.7 joules per terahash, which the Company believes to be amongst the most efficient in the industry.

The Company also operates its own mining pool that it believes provides it a competitive advantage over other mining companies, has its own firmware and state of the art liquid cooling technology, all of which help enhance its margins.

The Company tripled its compute capacity in 2023 and is slated to double the capacity again in 2024 as it gears towards 50.0 exahash.

Additionally, as of September 30, 2024, the Company held approximately 26,747 bitcoin on the Condensed Consolidated Balance Sheets.

The following table presents the approximate number of digital assets held and the approximate fair value of a single digital asset, as of the following dates:

Bitcoin Kaspa

Fair Value per coin

BUSINESS OVERVIEW AND TRENDS

MARA is a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management.

We are focused on two key priorities:

strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and bringing to market a full suite of solutions for data centers and edge inference, including energy management, load balancing and advanced cooling.

As of March 31, 2025, our total energy portfolio consisted of approximately 1.7 gigawatts (“GW”) of capacity with 16 data centers deployed across North America, the Middle East, Europe, and Latin America.

We believe we are one of the world’s largest publicly traded bitcoin mining companies, with the majority of our production in the United States.

While we remain a dominant player in bitcoin mining, we have expanded our footprint in energy generation and are investing in research and development to establish a presence in AI and adjacent markets, creating additional revenue opportunities over the long term.

We believe the AI industry is shifting towards inference computing, which requires distributed, low-latency, and energy-efficient infrastructure.

To support this shift, we are developing modular at the edge infrastructure solutions, including next-generation two-phase immersion cooling (“2PIC”)

systems designed to improve efficiency and sustainability.

We are also exploring power management solutions, including load balancing, to provide services to the variable energy demands of AI inference workloads.

We intend to continue vertically integrating and further reduce energy costs.

Recent Developments

Highlights from the quarter ended March 31, 2025:

• On February 14, 2025, we completed the acquisition of a wind farm (the “Wind Farm”) in Hansford County, Texas with 240 megawatts (“MW”) of interconnection capacity and 114 MW of nameplate wind capacity.

The Wind Farm will utilize previous-generation ASIC mining hardware to provide an avenue for the hardware to continue operating profitably beyond its normal lifecycle.

• On March 11, 2025, we secured a $150.0 million line of credit, collateralized by a portion of our bitcoin holdings, to support general corporate needs.

As of March 31, 2025, approximately 3,250 bitcoin remained pledged as collateral in connection with this line of credit.

• On March 28, 2025, we commenced a new at-the-market offering program having an aggregate offering price of up to $2.0 billion.

In addition, during April 2025, we fully energized our 25 MW micro data center initiative at wellheads in North Dakota and Texas, converting excess flared gas into power for our operations.

These sites reduce our reliance on grid power and provide us with the lowest cost per bitcoin of our currently operational sites.

Bitcoin Value

Our revenues are generally comprised of block rewards earned in bitcoin as a result of successfully solving blocks, and transaction fees earned for verifying transactions in support of the blockchain.

After the halving event of April 2024, the current reward for each solved block is equal to 3.125 bitcoin plus transaction fees.

The impacts of halving on our results of operations and financial condition may be exacerbated by changes in the market value of bitcoin, which has historically been subject to significant volatility.

For example, as of March 31, 2025, the price of a bitcoin was $82,534, compared to $71,289 as of March 31, 2024.

We continue to retain all bitcoin mined in our operations or purchased, in line with our full holding onto bitcoin (“HODL”) strategy.

As of March 31, 2025, we held approximately 47,531 bitcoin, including 14,269 loaned and collateralized bitcoin , on our Condensed Consolidated Balance Sheets with a carrying value of approximately $3.9 billion.

The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates.

Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.

The following table presents our bitcoin digital asset holdings (including loaned and collateralized bitcoin) and the fair value per bitcoin:

March 31, 2025 47,531 $ 82,534

December 31, 2024 44,893 93,354

September 30, 2024 26,747 63,301

June 30, 2024 18,488 62,668

March 31, 2024 17,320 71,289 N/A N/A

December 31, 2023 15,126 42,288 N/A N/A

September 30, 2023 13,716 26,961 N/A N/A

RECENT DEVELOPMENTS

Highlights from the quarter ended September 30, 2024:

• On July 25, 2024, the Company purchased $100.0 million of bitcoin using cash on hand, increasing our bitcoin holdings to over 20,000 BTC on the Condensed Consolidated Balance Sheets.

The Company announced the intent to adopt a full holding onto bitcoin approach (“HODL”) towards its bitcoin treasury policy, retaining all bitcoin mined in its operations, periodically making strategic open market purchases.

• On August 14, 2024, the Company issued an aggregate principal amount of $300.0 million of 2.125% Convertible Senior Notes due 2031 (the “2031 Notes”).

Refer to Note 14 – Debt in the notes to the Company’s Condensed Consolidated Financial Statements included in this Quarterly Report, for further information.

With the net proceeds of the 2031 Notes, the Company purchased an additional 4,144 bitcoin, or approximately $249.0 million, during the quarter.

• On September 5, 2024, the Company announced the appointment of Janet George and Barbara Humpton to its Board of Directors and announced the appointment of current board member Doug Mellinger as lead independent director, effective September 1, 2024.

George and Ms.

Humpton bring extensive expertise in artificial intelligence, data centers and energy.

Their proven track records in driving innovation and growth across complex industries will be invaluable to the Company’s strategic growth.

• On October 15, 2024, the Company announced securing a $200 million line of credit, collateralized by a portion of the Company’s bitcoin holdings.

The Company plans to use the funds to capitalize on strategic opportunities and for other general corporate purposes.

• First publicly traded digital bitcoin mining company to submit a climate-related disclosure report to the Climate Disclosure Project (CDP).

NON-GAAP FINANCIAL MEASURES

In order to provide a more comprehensive understanding of the information used by our management team in financial and operational decision-making, we supplement our Condensed Consolidated Financial Statements that have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) with the non-GAAP financial measures of adjusted EBITDA and total margin excluding depreciation and amortization.

The Company defines adjusted EBITDA as (a) GAAP net income (loss) plus (b) adjustments to add back the impacts of (1) interest income (2) interest expense, (3) income tax expense (benefit), (4) depreciation and amortization and (5) adjustments for non-cash and/or non-recurring items which currently include (i) stock compensation expense, (ii) change in fair value of derivative instrument, (iii) early termination expenses and other and (iv) net gain from extinguishment of debt.

The Company defines total margin excluding depreciation and amortization as (a) GAAP total margin less (b) depreciation and amortization.

Management uses adjusted EBITDA and total margin excluding depreciation and amortization, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform operating decision-making.

The Company relies primarily on its Condensed Consolidated Financial Statements to understand, manage and evaluate its financial performance and uses non-GAAP financial measures only supplementally.

We believe that adjusted EBITDA and total margin excluding depreciation and amortization are useful measures to us and to our investors because they exclude certain financial, capital structure and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations.

We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

Adjusted EBITDA and total margin excluding depreciation and amortization may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations.

The Company acquired a commodity swap agreement, which meets the definition of a derivative, in conjunction with its acquisition of GC Data Center Equity Holdings, LLC on January 12, 2024.

The change in fair value of this derivative instrument has fluctuated significantly since we acquired this contract, and we believe these fluctuations do not reflect the performance of our core operations.

In addition, we believe excluding the change in fair value of derivative instruments enables us to more effectively evaluate our performance period-over-period and relative to our competitors who make similar adjustments to adjusted EBITDA.

As such, beginning with the period ended September 30, 2024, the Company has updated its calculation of adjusted EBITDA to exclude the change in fair value of derivative instrument.

Accordingly, certain prior period information has been reclassified to conform to the current period presentation.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

Three Months Ended September 30,

(dollars in thousands)

2024 2023 (Unfavorable)

Mining $ 131,306 $ 97,849 $ 33,457

Hosting services 341 — 341

Total revenues 131,647 97,849 33,798

Costs and expenses

Cost of revenues

Mining (97,149) (59,628) (37,521)

Hosting services (378) — (378)

Depreciation and amortization (101,136) (53,548) (47,588)

Total cost of revenues (198,663) (113,176) (85,487)

Operating expenses

General and administrative expenses (63,725) (19,428) (44,297)

Change in fair value of digital assets 30,088 (44,692) 74,780

Change in fair value of derivative instrument

(58,234) — (58,234)

Research and development

(2,813) (713) (2,100)

Early termination expenses

(10,304) — (10,304)

Amortization of intangible assets (219) — (219)

Total operating expenses (105,207) (64,833) (40,374)

Operating loss

(172,223) (80,160) (92,063)

Loss on investments

(1,000) — (1,000)

Equity in net earnings of unconsolidated affiliate (2,133) (647) (1,486)

Net gain from extinguishment of debt

— 82,600 (82,600)

Interest income 3,894 426 3,468

Interest expense (2,342) (2,536) 194

Other non-operating loss

(146) — (146)

Loss before income taxes

(173,950) (317) (173,633)

Income tax benefit (expense)

49,161 (73) 49,234

March 31, 2024 17,320 71,289

Bitcoin Mining Operations

In response to an increased demand for bitcoin, we anticipate additional mining operators entering the market and existing competitors scaling their operations, which will grow the blockchain’s network hashrate and difficulty

associated with solving a block.

As the overall hashrate and difficulty of the Bitcoin network increases, we will need to continue growing our hashrate to remain competitive.

During the three months ended March 31, 2025, we mined 2,286 bitcoin, a decrease of 525 bitcoin, or 19%, from the prior year period.

The decrease was primarily due to the result of the April 2024 halving event and the increase in global hashrate.

As of March 31, 2025, we owned approximately 420,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM entity, with an energized hashrate of approximately 54.3 exahashes per second (“EH/s”).

To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve.

In addition, we continuously evaluate strategic opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.

The following table presents our computing power, miner efficiency and supplemental information as of March 31, 2025 and 2024:

As of March 31,

Energized hashrate (“EH/s”) (1)

Miner efficiency (in joules per terahash) (2)

BTC Yield (3)

Share of available miner rewards 5.5 % 3.1 %

(1) We define Energized Hashrate as the total hashrate that could theoretically be generated if all mining rigs that have been operational are currently in operation and running at 100% of manufacturers’ specifications.

We use this metric as an indicator of progress in bringing mining rigs online.

We believe this metric is a useful indicator of potential bitcoin production.

However, metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of hashrate (b) we cannot predict when operational mining rigs may be offline for any reason, including curtailment or machine failure and (c) we cannot predict Global Hashrate (and therefore our share of the Global Hashrate), which has a significant impact on our ability to generate bitcoin in any given period.

(2) The average number of joules of energy required to produce one terahash of computing power.

(3) BTC Yield is a key performance indicator that represents the percentage change period-to-period of the ratio between our bitcoin holdings and our Assumed Fully Diluted Shares Outstanding.

Assumed Fully Diluted Shares Outstanding refers to the aggregate of our actual shares of common stock outstanding as of the end of the applicable period plus all additional shares that would result from the assumed conversion of all outstanding convertible notes inclusive of the potential make-whole fundamental change provision, exercise of all outstanding warrants and settlement of all outstanding restricted stock units and performance-based restricted stock units.

Energy cost is the most significant cost driver for mining and represented 38.3%, as a percentage of our owned mining revenues for the three months ended March 31, 2025.

This excludes energy costs from third party hosted sites.

Energy cost can be highly volatile, cyclical and sensitive to geopolitical events and weather conditions, such as winter storms and earthquakes, which impact supply and demand for power regionally.

All of our owned mining sites and our hosted miners are subject to variable prices and market rate fluctuations with respect to wholesale energy costs.

Such costs are governed by various power purchase agreements, and energy prices can change hour to hour and by location.

While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency.

When such events occur, we may curtail our operations to avoid using power at increased rates.

Although we do not receive significant compensation for curtailment, the dispatchable load of our bitcoin mining operations helps balance the

grid and provides electricity to communities when in need.

The average price of direct energy we paid for our owned facilities for the three months ended March 31, 2025 was $0.04 per kilowatt hour (“kWh”).

Three Months Ended March 31,

Owned Facilities Statistics

Purchased energy costs per BTC (1)

$ 35,728 $ 12,953

Supplemental Information

bitcoin (“BTC”) production during the period, in whole BTC (1)

2,070 3,490 (1,420)

Average bitcoin per day, in whole BTC 22.5 37.9 (15.4)

Total margin (total revenues less total cost of revenues)

$ (67,016) $ (15,327) $ (51,689)

Cost of revenues - depreciation and amortization

$ (101,136) $ (53,548) $ (47,588)

Total margin excluding the impact of depreciation and amortization:

$ 34,157 $ 38,221 $ (4,064)

Total BTC produced during the period, in whole BTC at owned facilities (2)

Average BTC per day, in whole BTC (2)

Purchased energy cost per kWh (3)

NM - Not meaningful

(1) Purchased energy cost per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations.

In addition to the impact of the April 2024 halving event, purchased energy costs increased due to broad-based increases in energy costs.

(2) In 2024, the Company scaled its mining operations through acquisitions and deployment of additional infrastructure, resulting in an increase in its share of BTC block rewards.

The growth was partially mitigated by the BTC halving event.

(3) Purchased energy cost per kWh is calculated using the amounts paid to power providers for power consumed divided by the kWh consumed related to our owned bitcoin mining operations.

In the first quarter of 2024, this metric was not meaningful as we were in the early stages of our transition to a vertically integrated operating model focused on owned infrastructure.

This transition began in January 2024, when we commenced acquiring data centers to support owned mining operations, which initially represented a limited portion of our overall operations during the period.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Three Months Ended March 31,

(in thousands)

Bitcoin (“BTC”) mining revenue $ 207,760 $ 138,841 $ 68,919

Other digital assets mining revenue 2,170 4,454 (2,284)

Hosting services 1,151 20,775 (19,624)

$ (37) $ — $ (37)

General and administrative expenses excluding stock-based compensation $ (40,385) $ (13,917) $ (26,468)

Installed Hash Rate (Exahashes per second) - at end of period (3)

36.9 23.1 13.8

Energized Hash Rate (Exahashes per second) - at end of period (3)

36.9 19.1 17.8

Average Operational Hash Rate (Exahashes per second) (4)

Other revenue 2,803 1,128 1,675

Revenues $ 213,884 $ 165,198 $ 48,686

Supplemental Information

BTC produced during the period, in whole BTC (1)

2,286 2,811 (525)

Cost per Petahash per day (5)

Average BTC per day, in whole BTC 25.4 30.9 (5.5)

Average price of BTC mined (2)

$ 93,317 $ 52,591 $ 40,726

Share of available miner rewards 4.8 % 4.0 % 0.8 %

Number of blocks won

Transaction fees as a percentage of total

Reconciliation to Adjusted EBITDA:

1.4 % 7.0 % (5.6) %

Interest income

(3,894) (426) (3,468)

Interest expense

2,342 2,536 (194)

Income tax expense (benefit)

(49,161) 73 (49,234)

Depreciation and amortization (6)

104,463 54,032 50,431

EBITDA (71,039) 55,825 (126,864)

Stock compensation expense

23,340 5,511 17,829

Change in fair value of derivative instrument (7)

58,234 — 58,234

Early termination expenses and other (8)

(1) Includes 60 and 171 bitcoin representing our share of the equity method investee, the ADGM entity, for the three months ended March 31, 2025 and 2024, respectively.

(2) Average price of BTC mined is calculated using BTC mining revenue divided by the bitcoin production, excluding our share of the bitcoin produced for the equity method investee, the ADGM entity.

We generated revenues of $213.9 million for the three months ended March 31, 2025, compared to $165.2 million in the prior year period.

The $48.7 million, or approximately 30%, increase in revenues was primarily driven by an increase in bitcoin mining revenue partially offset by a decrease in hosting services.

The $68.9 million increase in bitcoin mining revenue was primarily driven by a 77% increase in the average bitcoin price, which contributed $90.7 million, partially offset by a $21.8 million decrease in bitcoin production due to halving.

During the three months ended March 31, 2025 and 2024, revenue from hosting services was $1.2 million and $20.8 million, respectively, a decrease of $19.6 million due to the termination of various hosting agreements from the GC Data Center Acquisition during 2024.

Costs and expenses

Purchased energy, third party hosting and other energy and operating and maintenance costs

Three Months Ended March 31,

(in thousands)

Purchased energy costs $ 43,481 $ 6,088 $ 37,393

Third party hosting and other energy costs 68,183 69,566 (1,383)

Operating and maintenance costs 19,794 15,814 3,980

Supplemental Information

Cost per Petahash per day (1)

$ 28.5 $ 38.1 $ (9.6)

Net gain from extinguishment of debt

Purchased energy costs per BTC (2)

$ 35,728 $ 12,953 $ 22,775

Adjusted EBITDA $ 21,839 $ (21,264) $ 43,103

(1) Includes 46 and 23 bitcoin representing the Company’s share of the equity method investee, Abu Dhabi Global Markets company (the “ADGM Entity”), for the three months ended September 30, 2024 and September 30, 2023, respectively.

(2) Mining and hosting services margin excluding the impact of depreciation and amortization is calculated using revenues less cost of revenues, excluding depreciation and amortization, for mining and hosting services, respectively.

(3) The Company defines Energized Hash Rate as the total hash rate that could be generated if all installed and energized machines were running at 100% of manufacturers’ specifications.

The Company uses this metric only as an indicator of progress in bringing mining rigs online.

The Company defines Installed Hash Rate as the total hash rate that could be generated if all installed machines were running at 100% of manufacturers’ specifications.

The Company uses this metric only as an indicator of progress in deploying mining rigs at its production sites.

The Company believes that these metrics are useful as an indicator of potential bitcoin production.

However, these metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of Installed Hash Rate (b) the Company cannot predict when installed and energized mining rigs may be offline for any reason, including curtailment or machine failure and (c) the Company cannot predict Global Hash Rate (and therefore the Company's share of the Global Hash Rate), which has a significant impact on the Company's ability to generate bitcoin in any given period.

(4) Defined as the daily Average Operational Hash Rate online during the period.

(5) Cost per Petahash per day is calculated using mining cost of revenues, excluding depreciation and amortization, divided by the Average Operational Hash Rate, excluding the Company’s share of the hash rate for the equity method investee, the ADGM Entity, by a factor of 1,000.

(6) Includes approximately $3.1 million of depreciation and amortization from the Company’s share in the results of its equity method investee, the ADGM Entity, reported in “Equity in net earnings of unconsolidated affiliate” for the three months ended September 30, 2024 on the Condensed Consolidated Statements of Operations.

(7) For the three months ended March 31, 2024, the reported adjusted EBITDA was $528.8 million, revised for the change in fair value of derivative instrument of a $15.3 million loss, results in a revised adjusted EBITDA of $541.5 million.

For the three months ended June 30, 2024, the reported adjusted EBITDA loss was $85.1 million, revised for the change in fair value of derivative instrument of $38.3 million, results in a

revised adjusted EBITDA loss of $125.6 million.

Refer to the discussion within “Non-GAAP Financial Measures” herein for the reasons of the Company’s exclusion of change in fair value of derivative instrument from adjusted EBITDA.

(8) Early termination expenses represent amounts recognized as the cost to early terminate data center hosting agreements in addition to the gain (loss) on investments during the period.

The Company generated revenues of $131.6 million for the three months ended September 30, 2024, compared to $97.8 million in the prior year period.

The $33.8 million or approximately 35% increase in revenues was primarily driven by a $74.0 million increase in the average price of bitcoin, partially offset by a $40.5 million decrease in bitcoin production due to the April 2024 halving event.

The average price of bitcoin mined was 116% higher than the average price of bitcoin mined in the prior year period and average daily bitcoin production was 22.5 bitcoin in the current year period compared with 37.9 in the prior year period.

The Company produced 1,420 less bitcoin for the three months ended September 30, 2024 compared to the prior year period primarily due to the halving event in April 2024 and increased global hashrate, partially offset by an increase in the Company’s share of the network hashrate, which resulted in a 14% increase in number of blocks won.

During the three months ended September 30, 2024, the third-party site equipment failure and transmission line maintenance were completely resolved.

Cost of revenues – mining during the three months ended September 30, 2024 totaled $97.1 million compared to $59.6 million in the prior year period.

The $37.5 million or approximately 63% increase was primarily driven by the growth in the Company’s hash rate from the deployment and energization of mining rigs compared to the prior year period.

The Company’s Cost per Petahash per day improved to $37.1 from $45.2, or approximately 18%, in the three months ended September 30, 2024 when compared with the prior year period, primarily due to strategic acquisitions with more efficient cost structures and deployment of more efficient miners.

The Company believes Cost per Petahash per day to be a key metric to evaluate its operating costs and expects it to reduce as the Company grows its operations towards 50.0 exahash by the end of 2024.

Cost of revenues – hosting services during the three months ended September 30, 2024 totaled $0.4 million which includes cost of power and other hosting related operating costs to provide hosting services.

The Company exited this business during the three months ended September 30, 2024 to strategically focus on its owned and operated mining business.

Cost of revenues – depreciation and amortization during the three months ended September 30, 2024 totaled $101.1 million compared to $53.5 million in the prior year period.

The $47.6 million or approximately 89% increase was primarily due to the deployment of mining rigs since the prior year period, the acquisitions of GC Data Center Equity Holdings, LLC and the Garden City Acquisition and overall increased scale of the business.

Total Margin was a loss of $67.0 million in the current year period compared to a loss of $15.3 million in the prior year period, a decrease of $51.7 million or approximately 337%.

The following table summarizes the factors that impacted the decrease in total margin for the three months ended September 30, 2024 compared to the prior year period:

(in thousands)

● Higher average price of bitcoin produced and other revenue $ 74,006

● Lower amount of bitcoin produced (40,549)

● Third-party hosting 341

Cost of revenue – energy, hosting and other:

● Higher costs due to growth in hash rate (57,506)

● Decrease in hash costs and other costs

● Third-party hosting (378)

Cost of revenue – depreciation and amortization:

● Increased due to deployment of mining rigs (41,665)

● Increased due to third-party hosting services (5,923)

Total margin excluding the impact of depreciation and amortization, for the three months ended September 30, 2024 was $34.1 million compared to $38.2 million in the prior year period.

(1) Cost per Petahash per day is calculated using bitcoin mining costs attributable to purchased energy costs, third party hosting and other energy costs and operating and maintenance costs, divided by the daily average operational hashrate online during the period, excluding our share of the hashrate for the equity method investee, the ADGM Entity, and share of hashrate from our noncontrolling interest, by a factor of 1,000.

(2) Purchased energy cost per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations.

Purchased energy costs during the three months ended March 31, 2025 totaled $43.5 million compared to $6.1 million in the prior year period, an increase of $37.4 million or approximately 614%.

Purchased energy costs consist of power expenses paid to power providers for power consumed related to our owned bitcoin mining operations.

The increase was primarily driven by the expansion of our owned mining sites through acquisitions and the growth in our hashrate to 54.3 EH/s.

Our Cost per Petahash per day improved to $28.5 from $38.1, or approximately 25%, compared to the prior year period despite a higher network difficulty due to an increase in global hashrate.

For the three months ended March 31, 2025.

Purchased energy cost per bitcoin for our owned mining sites was $35,728 compared to $12,953 in the prior year period.

Third party hosting and other energy costs during the three months ended March 31, 2025 totaled $68.2 million compared to $69.6 million in the prior year period, a decrease of $1.4 million or approximately 2%.

These costs consist of colocation services related to third party hosted sites and energy expenses related to mining other digital assets.

The decrease was primarily due to a decrease in hosting related operating costs and unexpected equipment downtime in the prior year period, offset by an increase in energized miners at third party hosted facilities.

Operating and maintenance costs during the three months ended March 31, 2025 totaled $19.8 million compared to $15.8 million in the prior year period, an increase of $4.0 million or approximately 25%.

The increase in operating and maintenance costs was primarily due to an increase in shipping and warehouse fees and site repair and maintenance fees associated with our mining operations compared to the prior year period.

Refer to Note 2 – Summary of Significant Accounting Policies in the notes to our Condensed Consolidated Financial Statements for further information on our presentation change relating to our costs.

General and administrative expenses

General and administrative expenses were $63.7 million for the three months ended September 30, 2024, compared to $19.4 million in the prior year period, an increase of $44.3 million or approximately 228%.

General and administrative expenses excluding stock-based compensation was $40.4 million in the current year period compared to $13.9 million in the prior year period.

This $26.5 million or approximately 190% increase in expenses was primarily due to the increased scale of the business and acquisitions, including payroll and benefits, professional fees, facility and equipment repair and maintenance expenses and other third-party costs associated with growth in the business.

The increase in stock-based compensation of $23.3 million in the current year period compared to $5.5 million in the prior year period resulted from issuing the Company's 2023 performance-based stock awards in January 2024 and the introduction in May 2024 of a new long-term performance-based stock award program for 2024 that, unlike the 2023 stock award, meets the criteria to begin expensing immediately.

The Company’s headcount increased from 48 employees as of September 30, 2023 to approximately 130 employees as of September 30, 2024, further contributed to the increase in stock-based compensation expense.

Change in fair value of digital assets:

The Company recognized a gain on digital assets of $30.1 million for the three months ended September 30, 2024, compared to a loss of $44.7 million in the prior year period.

The $74.8 million or approximately 167% increase was primarily related to the favorable mark-to-market adjustment in the current year period due to the increase in bitcoin price from $62,668 to $63,301, from June 30, 2024 to September 30, 2024, respectively, and the underlying digital assets held at the respective dates.

As of September 30, 2024, the Company had 26,747 bitcoin, an increase of 95% compared to the prior year period.

The Company views bitcoin on its Condensed Consolidated Balance Sheets as an important treasury reserve asset and expects to continue to invest in the future.

Change in fair value of derivative instrument :

The Company acquired a commodity swap contract as a result of the GC Data Center Equity Holdings, LLC acquisition.

The fair value decreased for the three months ended September 30, 2024, primarily due to the decrease in the electricity forward curve prices during the current period compared to the contracted fixed price.

Research and development:

Research and development expenses were $2.8 million for the three months ended September 30, 2024 compared to $0.7 million in the prior year period.

These expenses consisted primarily of contractor costs, supplies, personnel and related expenses for our mining and technology businesses.

Early termination expenses :

During the three months ended September 30, 2024, the Company terminated the remaining hosting agreements with customers from the GC Data Center Equity Holdings, LLC acquisition, and recognized early termination expenses of $10.3 million, to expand self-mining capacity.

Amortization of intangible assets:

During the three months ended September 30, 2024, the Company recorded a $0.2 million amortization expense for intangible assets.

There was no amortization expense of intangible assets in the prior year period.

Loss on investments:

During the three months ended September 30, 2024, the Company wrote-down a previous SAFE investment for a loss of $1.0 million.

Net gain on extinguishment of debt :

In September 2023, the Company entered into agreements with certain holders of Convertible Senior Notes due 2026 (the “2026 Notes”) to exchange an aggregate $416.8 million principal amount of 2026 Notes for 31,722,417 shares of the Company's common stock and recorded a gain in the amount of $82.6 million.

Equity in net income of unconsolidated affiliate:

During the three months ended September 30, 2024, the Company recorded its share of net earnings for its 20% interest in the ADGM Entity in the amount of $2.1 million, compared to $0.6 million in the prior year period.

The Company’s share of the ADGM Entity’s operating results included earnings from the production of 46 bitcoin and approximately $3.1 million of depreciation and amortization during the three months ended September 30, 2024, whereas in the prior year period, the Company’s share of ADGM Entity’s operating results included earnings from production of 23 bitcoin and approximately $0.5 million of depreciation and amortization.

Interest income :

Interest income was $3.9 million for the three months ended September 30, 2024 compared to $0.4 million in the prior year period.

The $3.5 million increase was primarily due to the higher average balance of cash and cash equivalents and interest earned on loaned bitcoin in the current year period.

Interest expense :

Interest expense of $2.3 million for the three months ended September 30, 2024 remained relatively flat compared to the prior year period.

Interest costs were impacted by the exchange of $416.8 million aggregate principal amount of 2026 Notes for shares of the Company’s common stock September 2023 and the issuance of the 2031 Notes during the three months ended September 30, 2024.

Income tax benefit (expense) :

The Company recorded income tax benefit of $49.2 million for the three months ended September 30, 2024 compared to an income tax expense of $0.1 million in the prior year period.

The $49.2 million income tax benefit primarily arises from the release of the valuation allowance on deferred tax assets, driven by the increase in bitcoin’s fair value and positive forecasts for its future value.

The Company recorded a net loss of $124.8 million for the three months ended September 30, 2024 compared to a net loss of $0.4 million in the prior year period.

The $124.4 million decrease in net loss was primarily driven by a $92.1 million increase in operating loss, the absence of an $82.6 million net gain from the extinguishment of debt, partially offset by a $49.2 million income tax benefit in the current period compared to the prior year period.

Adjusted EBITDA :

Adjusted EBITDA was $21.8 million for the three months ended September 30, 2024 compared to an adjusted EBITDA loss of $21.3 million in the prior year period.

The $43.1 million increase was primarily impacted by an increase in net loss, adjusted for an increase in stock compensation expense, and an unfavorable change in fair value derivative instrument, early termination expenses during the current period and the absence of a net gain from the extinguishment of debt from the prior year period.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Nine Months Ended September 30,

(dollars in thousands)

2024 2023 (Unfavorable)

Mining $ 412,207 $ 230,740 $ 181,467

Hosting services 29,777 — 29,777

Total revenues 441,984 230,740 211,244

Costs and expenses

Cost of revenues

Mining (254,227) (148,227) (106,000)

Hosting services (27,398) — (27,398)

General and administrative expenses were $85.9 million for the three months ended March 31, 2025, compared to $68.9 million in the prior year period.

General and administrative expenses consist of stock based compensation, professional and legal fees and other people and office expenses.

The $17.0 million, or approximately 25%, increase was primarily due to an increase in the scale of business and acquisitions, an increase in our employee headcount from 72 to 171 and an increase in professional fees as part of our strategic expansion.

Stock based compensation decreased $3.0 million primarily due to the timing of grants.

Restricted stock units awarded for 2023 performance were granted earlier during the three months ended March 31, 2024 compared to the grant of 2025 performance-based restricted stock units (“PSUs”).

Depreciation and amortization

Total cost of revenues (548,564) (256,783) (291,781)

Operating expenses

General and administrative expenses (194,154) (54,404) (139,750)

Depreciation and amortization during the three months ended March 31, 2025 totaled $157.9 million compared to $81.6 million in the prior year prior.

The $76.3 million, or approximately 94%, increase was primarily due to the deployment of additional mining rigs and an overall increased scale of business.

Change in fair value of digital assets

We recognized a loss on digital assets of $394.2 million for the three months ended March 31, 2025 compared to a gain of $488.8 million in the prior year period.

The $883.0 million, or approximately 181%, decrease was primarily related to the change in bitcoin price from $93,354 to $82,534, from December 31, 2024 to March 31, 2025, respectively and the underlying digital assets held.

As of March 31, 2025, we had 47,531 bitcoin, an increase of 174% compared to the prior year period.

Change in fair value of derivative instrument

(35,235) — (35,235)

Research and development

(9,124) (1,573) (7,551)

We recognized a gain on the change in fair value of derivative instrument of $26.8 million for the three months ended March 31, 2025 compared to a loss of $15.3 million in the prior year period, to adjust the fair value of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is measured each reporting period at fair value.

The changes in fair value are primarily due to the movement in electricity forward curves prices during the respective periods.

Taxes other than on income

Taxes other than on income were $3.1 million for the three months ended March 31, 2025 compared to $2.5 million in the prior year period.

Taxes other than on income consist primarily of property and sales and use taxes.

Early termination expenses

(38,061) — (38,061)

Amortization of intangible assets (22,658) — (22,658)

Total operating expenses 71,664 61,891 9,773

Operating income (loss)

(34,916) 35,848 (70,764)

Gain on investments

4,236 — 4,236

Loss on hedge instruments

(2,292) — (2,292)

In the first quarter of 2024, we entered into termination and transition agreements with the operator from the GC Data Center Acquisition, for an early termination fee of $13.5 million.

In addition, we entered into an agreement for the early termination of a data center hosting agreement with one of its customers, upon which we forgave an outstanding accounts receivable balance of $8.6 million.

Research and development

Research and development expenses were $9.3 million for the three months ended March 31, 2025 compared to $2.5 million in the prior year period.

The $6.8 million, or approximately 277% increase, was primarily due to the increase in contractor costs, supplies, personnel, and related expenses for our mining and technology businesses.

Other income (loss)

Change in fair value of digital assets - receivable, net

We recognized a loss on digital assets - receivables, net of $116.1 million for the three months ended March 31, 2025, for the fair value recognized in connection with the lending agreements with various counterparties and collateralized bitcoin in connection with the lines of credit.

There were no such activities in the prior year period.

Equity in net earnings of unconsolidated affiliate

Net gain from extinguishment of debt

— 82,267 (82,267)

During the three months ended March 31, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of nearly zero, compared to an income of $1.3 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 60 bitcoin and approximately $3.1 million of depreciation and amortization during the three months ended March 31, 2025, whereas in the prior year period, our share of ADGM Entity’s operating results included earnings from production of 171 bitcoin, a $4.1 million impairment of property and equipment and approximately $2.6 million of depreciation and amortization.

Interest income, interest expense and other

Three Months Ended March 31,

(in thousands) 2025 2024 $

Interest income $ 11,995 $ 2,573 $ 9,422

Interest expense (9,941) (1,256) (8,685)

Other non-operating income

Income (loss) before income taxes

(30,042) 109,698 (139,740)

Other 2,474 2,944 (470)

Interest income increased by $9.4 million compared to the prior year period, primarily due to a higher average balance of cash and cash equivalents and interest earned on loaned bitcoin.

Interest expense increased for the three months ended March 31, 2025 by $8.7 million primarily due to the Convertible Notes and the Line of Credit.

Other of $2.5 million for the three months ended March 31, 2025 primarily related to a net gain on investments of $12.4 million, partially offset by a $7.7 million loss on bitcoin derivative settlements and an adjustment to the allowance for credit loss related to additional bitcoin collateralized during the quarter.

Income tax benefit (expense)

42,767 (351) 43,118

$ 12,725 $ 109,347 $ (96,622)

Supplemental information:

bitcoin (“BTC”) production during the period, in whole BTC (1)

6,938 8,610 (1,672)

Average bitcoin per day, in whole BTC 25.3 31.5 (6.2)

Total margin (total revenues less total cost of revenues)

$ (106,580) $ (26,043) $ (80,537)

Cost of revenues - depreciation and amortization

$ (266,939) $ (108,556) $ (158,383)

Total margin excluding the impact of depreciation and amortization:

Mining $ 157,980 $ 82,513 $ 75,467

Hosting services $ 2,379 $ — $ 2,379

General and administrative expenses excluding stock-based compensation $ (90,569) $ (40,497) $ (50,072)

Installed Hash Rate (Exahashes per second) - at end of period

36.9 23.1 13.8

Energized Hash Rate (Exahashes per second) - at end of period

36.9 19.1 17.8

Average Operational Hash Rate (Exahashes per second)

23.6 11.1 12.5

Cost per Petahash per day

$ 40.7 $ 48.9 $ 8.2

Share of available miner rewards 3.6 % 3.3 % 0.3 %

Number of blocks won 1,429 1,163 266

Transaction fees as a percentage of total 6.8 % 4.6 % 2.2 %

Reconciliation to Adjusted EBITDA:

$ 12,725 $ 109,347 $ (96,622)

Interest income

We recorded income tax benefit of $119.2 million for the three months ended March 31, 2025 compared to an income tax expense of $38.1 million in the prior year period.

The $119.2 million income tax benefit primarily reflects changes in pretax book income and loss during the periods, driven largely by fair value adjustments related to digital assets.

The income tax benefit was partially offset by the prior year’s release of the valuation allowance.

NON-GAAP FINANCIAL MEASURES

We define 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, which currently include (i) stock compensation expense, (ii) change in fair value of derivative instrument, (iii) net gain on investments and (iv) early termination expenses.

Management uses Adjusted EBITDA, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform operating decision-making.

We rely primarily on our Condensed Consolidated Financial Statements to understand, manage and evaluate our financial performance and uses non-GAAP financial measures only supplementally.

We believe that Adjusted EBITDA is a useful measure to us and to our investors because it excludes certain financial, capital structure and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations.

We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

Adjusted EBITDA is not a recognized financial measure under GAAP.

When analyzing our operating results, investors should use Adjusted EBITDA in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP.

Because our calculation of Adjusted EBITDA may differ from that of other companies, our presentation of this measure may not be comparable to similarly titled measures of other companies.

Certain prior period information has been reclassified to conform to the current period presentation.

The following table provides a reconciliation of GAAP net income (loss) to Adjusted EBITDA:

Three Months Ended March 31,

(in thousands) 2025 2024

Net income (loss) attributable to common stockholders

$ (533,199) $ 337,173

Interest expense

Interest income, net

(2,054) (1,317)

4 unchanged sentences

EBITDA (493,423) 458,092

Stock compensation expense

103,585 13,907 89,678

Stock based compensation expense 49,115 51,913

Change in fair value of derivative instrument (26,828) 15,252

35,235 — 35,235

Early termination expenses and other

33,825 — 33,825

Net gain from extinguishment of debt

Net gain on investments (2)

(12,429) (5,236)

Adjusted EBITDA $ 437,741 $ 158,148 $ 279,593

(1) Includes 313 and 23 bitcoin representing the Company’s share of the equity method investee, the ADGM entity, for the nine months ended September 30, 2024 and September 30, 2023, respectively.

(2) Includes approximately $9.2 million of depreciation and amortization from the Company’s share in the results of its equity method investee, the ADGM entity, reported in “Equity in net earnings of unconsolidated affiliate” for the nine months ended September 30, 2024 on the Condensed Consolidated Statements of Operations.

(3) For the three months ended March 31, 2024, the reported adjusted EBITDA was $528.8 million, revised for the change in fair value of derivative instrument of a $15.3 million loss, results in a revised adjusted EBITDA of $541.5 million.

For the six months ended June 30, 2024, the reported adjusted EBITDA was $443.7 million, revised for the change in fair value of derivative instrument of $23.0 million, results in a revised adjusted EBITDA of $415.9 million.

Refer to the discussion within “Non-GAAP Financial Measures” herein for the reasons of the Company’s exclusion of change in fair value of derivative instrument from adjusted EBITDA.

The Company generated revenues of $442.0 million for the nine months ended September 30, 2024, compared to $230.7 million in the prior year period.

The $211.2 million or approximately 92% increase in revenues was primarily driven by a $234.0 million increase in the average price of bitcoin mined, partially offset by a $52.6 million decrease in bitcoin production due to the April 2024 halving, and the inclusion of $29.8 million in revenues generated from providing hosting services as a result of the GC Data Center Hosting, LLC acquisition in January of 2024.

The average price of bitcoin mined was 120% higher than the average price of bitcoin mined in the prior year period and average daily bitcoin production was 25.3 bitcoin in the current year period compared with 31.5 in the prior year period.

The Company produced 1,672 less bitcoin for the nine months ended September 30, 2024 compared to the prior year period primarily due to the halving event in April 2024, increased global hashrate and the continued impact of unexpected equipment failures at third-party operated sites and transmission line maintenance, partially offset by an increase in the Company’s share of the network hashrate.

During the quarter ended September 30, 2024, the third-party site equipment failure and transmission line maintenance were completely resolved.

Cost of revenues – mining during the nine months ended September 30, 2024 totaled $254.2 million compared to $148.2 million in the prior year period.

The $106.0 million or approximately 72% increase was primarily driven by the growth in the Company’s hash rate from the deployment and energization of mining rigs compared to the prior year period.

Partially offsetting the increase was the impact of unexpected equipment failures and transmission line maintenance, which resulted in downtime that reduced hosting and energy costs.

The Company’s Cost per Petahash per day improved to $40.7 from $48.9, or approximately 17%, in the nine months ended September 30, 2024 when compared to the prior year period, primarily due to strategic acquisitions with more efficient cost structures and deployment of more efficient miners.

The Company believes Cost per Petahash per day to be a key metric to evaluate its operating costs and expects it to reduce as the Company grows its operations towards 50.0 exahash by the end of 2024.

Cost of revenues – hosting services during the nine months ended September 30, 2024 totaled $27.4 million which includes cost of power and other hosting related operating costs to provide hosting services.

Hosting services include results beginning January 12, 2024, the date of the acquisition of GC Data Center Equity Holdings, LLC.

As of September 30, 2024, the Company exited all hosting facilities to strategically focus on its owned and operating mining business.

Cost of revenues – depreciation and amortization during the nine months ended September 30, 2024 totaled $266.9 million compared to $108.6 million in the prior year period.

The $158.4 million or approximately 146% increase was primarily due to the deployment of mining rigs since the prior year period, the acquisitions of GC Data Center Equity Holdings, LLC and the Garden City Acquisition and overall increased scale of the business.

Total Margin was a loss of $106.6 million in the current year period compared to a loss of $26.0 million in the prior year period, a decrease of approximately $80.5 million.

The following table summarizes the factors that impacted the decrease in total margin for the nine months ended September 30, 2024 compared to the prior year period.

(in thousands)

● Higher average price of bitcoin produced and other revenue $ 234,024

● Lower amount of bitcoin produced (52,557)

● Third-party hosting 29,777

Cost of revenue – energy, hosting and other:

● Higher costs due to growth in hash rate (154,904)

● Decrease in hash costs and other costs 48,904

● Third-party hosting (27,398)

Cost of revenue – depreciation and amortization:

● Increased due to deployment of mining rigs (147,113)

● Increased due to third-party hosting services (11,270)

Total margin excluding impact of depreciation and amortization for the nine months ended September 30, 2024 was $160.4 million compared to $82.5 million for the prior year period.

General and administrative expenses :

General and administrative expenses were $194.2 million for the nine months ended September 30, 2024, compared to $54.4 million in the prior year period, an increase of $139.8 million or approximately 257%.

General and administrative expenses excluding stock-based compensation was $90.6 million in the current year period compared to $40.5 million in the prior year period.

The $50.1 million or approximately 124% increase in expenses was primarily due to the increased scale of the business and acquisitions, including payroll and benefits, professional fees, facility and equipment repair and maintenance expenses, and other third-party costs associated with growth in the business.

The increase in stock-based compensation of $103.6 million in the current year period compared to $13.9 million in the prior year period resulted from issuing the Company's 2023 performance-based stock awards in January 2024 and the introduction of a new long-term performance-based stock award program for 2024 in May 2024 that, unlike the 2023 stock award, meets the criteria to begin expensing immediately.

Change in fair value of digital assets :

The Company recognized a gain on digital assets of $370.9 million, compared to a gain of $117.9 million in the prior year period.

The $253.0 million or approximately 215% increase was primarily related to the increase in bitcoin price from $42,288 to $63,301 from December 31, 2023 to September 30, 2024, respectively and the underlying digital assets held at the respective dates.

As of September 30,

2024, the Company had 26,747 bitcoin, an increase of 95% compared to the prior year period.

The Company views bitcoin on its Condensed Consolidated Balance Sheets as an important treasury reserve asset and expects to continue to invest in the future.

Change in fair value of derivative instrument :

The Company acquired a commodity swap contract as a result of its acquisition of GC Data Center Equity Holdings, LLC.

The commodity swap contract hedges price variability in electricity purchases and expires on December 31, 2027.

The commodity swap contract is a derivative instrument and remeasured at fair value each reporting period with changes recognized on the Condensed Consolidated Statements of Operations.

The fair value decreased for the nine months ended September 30, 2024, primarily due to the decrease in the electricity forward curve prices during the current year period compared to the contracted fixed price.

Research and development:

Research and development expenses were $9.1 million for the nine months ended September 30, 2024 compared to $1.6 million in the prior year period.

These expenses consisted primarily of contractor costs, supplies, personnel, and related expenses for our mining and technology businesses.

Early termination expenses

On January 30, 2024, the Company entered into a termination and transition agreement (“Agreement”) with the operator, US Bitcoin Corp (“USBTC”), of the two sites from the January 12, 2024, acquisition of GC Data Center Equity Holdings, LLC.

The Company and USBTC agreed to terminate the acquired operating agreement for a termination fee of $19.5 million, net of deposit refund.

In addition, during the nine months ended September 30, 2024, the Company terminated the remaining hosting agreements with customers from the GC Data Center Equity Holdings, LLC acquisition, and recognized early termination expenses of $18.4 million, to expand self-mining capacity.

Amortization of intangible assets:

During the nine months ended September 30, 2024, the Company fully amortized the customer relationships acquired in the GC Data Center Equity Holdings, LLC acquisition for $22.0 million, due to the Company’s strategic decision to exit hosting services business and termination of customer relationships.

There was no amortization expense of intangible assets in the prior year period.

Gain on investments:

During the nine months ended September 30, 2024, the Company purchased additional shares in Auradine, Inc.

(“Auradine”) preferred stock and recorded a gain on investments of $5.2 million to adjust the carrying amount of its investment.

Additionally, during the nine months ended September 30, 2024 the Company wrote-down a previous SAFE investment for a loss of $1.0 million.

Net gain from extinguishment of debt:

In March 2023, the Company prepaid the outstanding balance on its term loan facility with Silvergate Bank and terminated the term loan facility.

The Company and Silvergate agreed to also terminate the Company’s revolving credit facilities .

In connection with the termination of the credit facility, the Company recorded a loss in the amount of $0.3 million.

Additionally, i n September 2023, the Company entered into agreements with certain holders of 2026 Notes to exchange an aggregate $416.8 million principal amount of 2026 Notes for 31,722,417 shares of the Company's common stock and recorded a gain in the amount of $82.6 million.

Equity in net earnings of unconsolidated affiliate:

During the nine months ended September 30, 2024, the Company recorded its share of net losses for its 20% interest in the ADGM Entity in the amount of $0.8 million, compared to $0.6 million in the prior year period.

The Company’s share of the ADGM Entity’s operating results included earnings from the production of 313 bitcoin, a $4.1 million impairment of property, plant and equipment and approximately $9.2 million of depreciation and amortization during the nine months ended September 30, 2024, whereas in the prior year period, the Company’s share of ADGM Entity’s operating results included earnings from production of 23 bitcoin and approximately $0.5 million of depreciation and amortization.

Loss on hedge instruments:

During the nine months ended September 30, 2024, the Company recorded a $2.3 million realized loss related to bitcoin hedging activities.

The Company has significant bitcoin holdings on its balance sheet and from time to time will evaluate, as part of its risk management and treasury management process, short-term hedging or yield enhancing opportunities.

The Company has an Investment Committee composed of cross functional members of its senior executive team that evaluates market conditions to set hedging, investments, and monetization of bitcoin strategies.

There were no outstanding bitcoin hedging transactions as of the nine months ended September 30, 2024 and there were no such activities in the prior year period.

Interest income :

Interest income was $8.7 million for the nine months ended September 30, 2024 compared to $1.4 million in the prior year period.

The $7.3 million increase was primarily due to the higher average balance of cash and cash equivalents and interest earned on loaned bitcoin in the current year period.

Interest expense :

Interest expense was $5.0 million for the nine months ended September 30, 2024 compared to $9.1 million in the prior year period.

The $4.2 million or approximately 46% decrease was a result of the exchange of

$416.8 million aggregate principal amount of the 2026 Notes for shares of the Company’s common stock in September 2023 and the issuance of the 2031 Notes during the quarter ended September 30, 2024.

Income tax benefit (expense) :

The Company recorded income tax benefit of $42.8 million for the nine months ended September 30, 2024 compared to an income tax expense of $0.4 million in the prior year period.

The $42.8 million income tax benefit primarily arises from the release of the valuation allowance on deferred tax assets, driven by the increase in bitcoin’s fair value and positive forecasts for its future value.

The Company recorded net income of $12.7 million for the nine months ended September 30, 2024 compared to net income of $109.3 million in the prior year period.

The $96.6 million decrease in net income was primarily driven by a $70.8 million decrease in operating income (loss), the absence of an $82.3 million net gain from the extinguishment of debt, partially offset by a $7.3 million increase in interest income and a $43.1 million income tax benefit in the current period compared to the prior year period.

Adjusted EBITDA $ (483,565) $ 542,118

Adjusted EBITDA was $437.7 million for the nine months ended September 30, 2024 compared to adjusted EBITDA of $158.1 million in the prior year period.

The $279.6 million increase was primarily impacted by the increase in earnings before interest, taxes, depreciation and amortization;

adjusted for the increase in stock compensation expense and early termination expenses during the current period, and the absence of the net gain from extinguishment of debt from the prior year period.

(1) Includes approximately $3.1 million and $2.6 million of depreciation and amortization from our share in the results of our equity method investee, the ADGM entity, reported in “Equity in net earnings of unconsolidated affiliate” for the three months ended March 31, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Operations.

Additionally, for the three months ended March 31, 2024, depreciation and amortization includes $0.6 million amortization that was previously classified within general and administrative on the Condensed Consolidated Statements of Operations.

(2) Net gain on investments is reported in “Other” on the Condensed Consolidated Statements of Operations.

Refer to Note 9 – Investments in the notes to our Condensed Consolidated Financial Statements for further information.

FINANCIAL CONDITION AND LIQUIDITY

The following table presents a summary of the Company’s cash flow activity for the nine months ended September 30, 2024 and 2023:

For the Nine Months Ended September 30,

The following table presents a summary of our cash flow activity for the three months ended March 31, 2025 and 2024:

For the Three Months Ended March 31,

(in thousands) 2025 2024

9 unchanged sentences

Cash, cash equivalents and restricted cash — end of period $ 208,215 $ 324,268

Cash flows for the nine months ended September 30, 2024:

Cash, cash equivalents and restricted cash totaled $176.3 million at September 30, 2024, a decrease of $181.1 million from December 31, 2023.

Cash flows from operating activities resulted in a use of funds of $363.6 million, as net income, adjusted for non-cash and non-operating items, in the amount of $62.3 million was more than offset by the use of cash of $425.9 million from changes in operating assets and liabilities.

When the Company produces and holds bitcoin on its Condensed Consolidated Balance Sheets, it excludes such produced and held bitcoin from its operating cash flows.

If the Company monetizes bitcoin in the future, those proceeds are reported as cash flows from investing activities.

Changes in cash flows from operating assets and liabilities were driven by a use of funds associated with changes in digital assets of $412.0 million due to the non-cash adjustment for bitcoin mining revenues and deposits of $15.7 million resulting from increased deposits associated with hosting agreements.

Cash flows from investing activities resulted in a use of funds of $1,232.3 million, primarily resulting from the use of funds for advances to vendors of $584.8 million, purchase of digital assets of $395.6 million, payment for the acquisition of businesses of $275.8 million, capital expenditures of $64.3 million, and an investment in an equity method investee of $22.1 million, partially offset by proceeds from the sale of digital assets of $118.4 million.

Cash flows from financing activities resulted in a source of cash of $1,414.8 million, primarily from the periodic issuance of common stock under the Company’s 2024 ATM of $1,155.0 million, the issuance of the 2031 Notes of $291.6 million, net of issuance costs, partially offset by $29.0 million for the repurchase of shares in settlement of employee taxes upon restricted stock vesting.

Bitcoin holdings as of September 30, 2024:

At September 30, 2024, the Company held approximately 26,747 bitcoin on its Condensed Consolidated Balance Sheets with a fair value of $1,693.1 million .

The Company’s holdings as of September 30, 2024 excluded 95 bitcoins owned by the Company’s equity method investee, the ADGM Entity, but allocable to the Company, and pending distribution to the Company.

At September 30, 2024, the fair value of a single bitcoin was approximately $63,301 .

The Company expects that its future bitcoin holdings will generally increase but will fluctuate from time to time, both in number of bitcoin held and fair value in U.S.

Cash flows for the three months ended March 31, 2025:

Cash, cash equivalents and restricted cash totaled $208.2 million at March 31, 2025, a decrease of $195.6 million from December 31, 2024.

Cash flows from operating activities resulted in a use of funds of $215.5 million, as net income (loss), adjusted for non-cash and non-operating items, in the amount of $34.7 million was offset by the use of cash of $250.2 million from changes in operating assets and liabilities.

When we produce and hold bitcoin on our Condensed Consolidated Balance Sheets, we exclude such bitcoin from our operating cash flows.

If we monetize bitcoin in the future, those proceeds are reported as cash flows from investing activities.

Changes in cash flows from operating assets and liabilities were driven by a use of funds associated with changes in digital assets of $212.7 million due to the non-cash adjustment for bitcoin mining revenues and deposits of $6.6 million resulting from increased deposits associated with hosting agreements and renewable energy credits.

Cash flows from investing activities resulted in a use of funds of $209.8 million, primarily resulting from the use of funds for advances to vendors of $97.4 million, purchase of property and equipment of $38.9 million, the purchase of 340 bitcoin for $27.1 million and payment of $36.3 million to acquire the Wind Farm for an additional 114 MW of nameplate capacity.

The use of funds was partially offset by proceeds from the sale of digital assets of $8.7 million and the sale of property and equipment of $3.5 million.

Cash flows from financing activities resulted in a source of cash of $229.8 million, primarily from the periodic issuance of common stock under our 2024 ATM of $100.1 million and securing an additional $150.0 million line of credit.

As of March 31, 2025, the facility was fully utilized.

Bitcoin holdings:

At March 31, 2025, we held a total of 47,531 bitcoin, including 14,269 loaned and collateralized bitcoin, on our Condensed Consolidated Balance Sheets with a total fair value of $3.9 billion.

The fair value of a single bitcoin was approximately $82,534 at March 31, 2025.

Approximately 7,377 of our total bitcoin holdings were loaned to third parties to generate additional return and 6,892 bitcoin were utilized as collateral for borrowings.

Loaned and collateralized bitcoin are classified as “Digital asset - receivables, net” on the Condensed Consolidated Balance Sheets with a carrying value of $1.2 billion.

Consistent with our HODL strategy, the remaining 33,263 unrestricted bitcoin were classified as long-term digital assets on the Condensed Consolidated Balance Sheets with a fair value of $2.7 billion.

Our holdings as of March 31, 2025 excluded 4 bitcoin held by our equity method investee, pending dividend to us.

We expect that our future bitcoin holdings will generally increase but will fluctuate from time to time, both in number of bitcoin held and fair value in U.S.

dollars, depending upon operating and market conditions.

The Company intends to add to its bitcoin holdings primarily through its production activities and from time to time purchases.

The Company historically sold bitcoin as a means of generating cash to fund monthly operating costs and for general corporate purposes.

During the nine months ended September 30, 2024, the Company purchased 6,481 bitcoin for $392.6 million.

During the quarter end September 30, 2024, the Company acquired $100.0 million bitcoin using cash on hand and 4,144 bitcoin, or approximately $249.0 million, using the net proceeds from the issuance of the 2031 Notes as part of its strategy to hold bitcoin and not sell for the foreseeable future.

As a result of the Company’s adoption of the aforementioned strategy, the Company anticipates funding its operations and investing activities principally from available cash and cash equivalents and from its financing activities.

Kaspa holdings as of September 30, 2024:

In 2023, the Company began evaluating Kaspa as a potential way to diversify its revenue while continuing to utilize its current infrastructure and expertise in digital asset compute.

After successfully deploying its first Kaspa ASICs in September 2023, the Company began scaling its operations.

At September 30, 2024, the Company held approximately 107,891,919 Kaspa coins on its Condensed Consolidated Balance Sheets with a fair value of $17.1 million .

At September 30, 2024, the fair value of a single Kaspa coin was approximately $0.1585 .

The Company intends to add to its Kaspa holdings primarily through its production activities.

As of now we incur significantly less cost to produce Kaspa in U.S.

dollar terms, which helps pay for our expenses and allows us to hold a larger amount of bitcoin on our Condensed Consolidated Balance Sheets.

We intend to add to our bitcoin holdings primarily through our production activities and from time to time purchases.

As a result of our adoption of the aforementioned strategy, we anticipate funding our operating and investing activities principally from available cash and cash equivalents and from our financing activities.

At-the-Market Offering Programs and Proceeds:

As of September 30, 2024, the Company has sold 34,785,661 shares of common stock for an aggregate purchase price of $665.7 million, net of offering costs, pursuant to the 2024 ATM.

As of March 31, 2025, we sold 5,428,548 shares of common stock for an aggregate purchase price of $100.1 million, net of commission and offering expenses of $2.6 million, pursuant to the 2024 ATM, which was terminated and replaced with the 2025 ATM on March 28, 2025.

As of March 31, 2025, approximately $2.0 billion of our common stock remained available for issuance and sale pursuant to the 2025 ATM.

Liquidity and Capital Resources:

Cash and cash equivalents, excluding restricted cash, totaled $164.3 million and the fair value of digital asset holdings was $1,710.2 million at September 30, 2024.

The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, as of September 30, 2024, was $1,874.5 million.

The Company expects to have sufficient liquidity, including cash on hand and access to public capital markets, to support ongoing operations in the next 12 months and beyond.

The Company will continue to seek to fund its business activities, and especially its growth opportunities, through the public capital markets, primarily through periodic equity issuances using its at-the-market facilities.

The risks to the Company’s liquidity outlook would include events that materially diminish its access to capital markets and/or the value of its bitcoin holdings and production capabilities, including:

• Failure to effectively execute the Company’s growth strategies;

• Challenges in the bitcoin mining space and/or additional contagion events (such as the FTX collapse and subsequent bankruptcies of bitcoin mining companies in 2022 and 2023) which could damage the credibility of, and therefore, investor confidence in, companies engaged in the digital assets space, including MARA;

• Declines in bitcoin prices and/or production, as well as impacts from bitcoin halving events, which would impact both the value of the Company’s bitcoin holdings and its ongoing profitability;

Cash and cash equivalents, excluding restricted cash, totaled $196.2 million and the fair value of digital asset holdings, including loaned and collateralized bitcoin, was $3.9 billion at March 31, 2025.

The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, including loaned and collateralized bitcoin, totaled nearly $4.1 billion as of March 31, 2025.

We expect that Staff Accounting Bulletin (“SAB”) 122’s rescission of SAB 121, which required an entity to recognize a liability and corresponding asset for its obligation to safeguard crypto-assets, will increase commercial banks’ activity in our sector and provide us with expanded access to traditional financing, such as debt financing, project financing and other capital.

Our access to financing sources on terms acceptable to us or at all is subject to market and other conditions.

While we classify our digital assets and digital asset receivables as long-term, consistent with the announced HODL strategy, both asset types are readily convertible to cash, and therefore considered a liquid resource.

We expect to have sufficient liquidity, including cash on hand and access to public capital markets, to support ongoing operations in the next 12 months and beyond.

We will continue to seek to fund our business activities, and especially our growth opportunities, through the public capital markets, primarily through periodic equity issuances using our at-the-market facilities.

The risks to our liquidity outlook would include events that materially diminish our access to capital markets and/or the value of our bitcoin holdings and production capabilities, including:

• Failure to effectively execute our growth strategies;

• Declines in bitcoin prices and/or production, as well as impacts from bitcoin halving events, which would impact both the value of our bitcoin holdings and our ongoing profitability;

• Significant increases in electricity costs if these cost increases were not accompanied by increases in the price of bitcoin, as this would also reduce profitability;

• Deteriorating macroeconomic conditions, including the impacts of inflation and increased interest rates, as well as instability in the banking system.

• Deteriorating macroeconomic conditions, including the impacts of inflation, high interest rates, tariffs and trade wars, a prolonged recession, as well as instability in the banking system;

• Failure to access financing on terms acceptable to us or at all.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company contracts with service providers for hosting its equipment and operational support in data centers where the Company’s equipment is deployed.

Under these arrangements, the Company expects to pay at a minimum approximately (i) $48.2 million during the remainder of calendar year 2024, (ii) $350.8 million in total payments during the calendar years 2025 through 2027, and (iii) $5.7 million in total payments during the calendar year 2028.

Under certain of these arrangements, the Company is required to pay variable pass-through power and service fees in addition to these estimated minimum amounts.

The Company has purchase agreements to purchase miners and other mining equipment for a total purchase price of $880.8 million.

As of September 30, 2024, we have made installment payments totaling $557.1 million.

We expect to make periodic payments in accordance with the payment schedule with the final payment expected to occur during 2025.

Assuming the remaining 2026 Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) remaining interest payments relating to the 2026 Notes will approximate $0.8 million through the remainder of the calendar year 2024, (ii) annual interest payments of approximately $3.3 million in each calendar year from 2025 through 2026, and (iii) principal in the amount of $330.7 million upon the maturity in November 2026, will be payable under the 2026 Notes.

For the recently issued 2031 Notes, assuming the 2031 Notes are not converted into common stock repurchased or redeemed prior to maturity, (i) remaining interest payments related to the 2031 Notes will approximate $1.6 million through the remainder of the calendar year 2024, (ii) annual interest payments of approximately $6.4 million in each calendar year from 2025 to 2031, and (iii) principal in the amount of $300.0 million upon maturity in September 2031, will be payable under the 2031 Notes.

Refer to Note 14 – Debt, for further information.

On October 15, 2024, the Company announced securing a $200.0 million line of credit, collateralized by a portion of the Company’s bitcoin holdings.

The Company plan to use the funds to capitalize on strategic opportunities and for other general corporate purposes.

As of October 17, 2024, the facility was fully utilized.

On October 16, 2024, the Company filed a renewed motion for judgement as a matter of law (or in the alternative for a new trial and remittitur), which, based on applicable law, seeks to overturn, or at minimum significantly reduce, the damage award.

Also on October 16, 2024, the Company filed and a motion to correct the judgement’s interest rate.

Accordingly, the Company acquired a surety bond for the amount owing.

Refer to Note 16 – Legal Proceedings in the notes to the Company’s Condensed Consolidated Financial Statements included in this Quarterly Report, for further information.

We contract with service providers for hosting our equipment and operational support in data centers where our equipment is deployed.

Under these arrangements, we expect to pay at a minimum approximately (i) $161.9 million during the remainder of calendar year 2025 and (ii) $306.2 million in total payments during the calendar years 2026 through 2028.

Under certain arrangements, we are required to pay variable pass-through power and service fees in addition to the estimated minimum amounts.

As of March 31, 2025, we had a remaining commitment of approximately $23.5 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2025.

Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) remaining interest payments of approximately $0.5 million and $4.8 million through the remainder of the calendar year 2025 for the 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”) and the 2.125% Convertible Senior Notes due 2031 (the “September 2031 Notes”), respectively, (ii) annual interest payments of approximately $0.7 million in the 2026 calendar year in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2026 through 2031 in connection with the September 2031 Notes and (iii) 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.

Refer to Note 14 – Debt in the notes to our Condensed Consolidated Financial Statements, for further information.

We have operating and finance lease obligations related to land and office buildings.

We expect to make payments of $1.8 million and $0.2 million related to operating and finance leases, respectively, for the remainder of 2025 and $65.5 million and $89.6 million related to operating and finance leases, respectively, thereafter.

Refer to Note 15 – Leases in the notes to our Condensed Consolidated Financial Statements, for further information.

On March 11, 2025, we secured an additional line of credit for $150.0 million, collateralized by 3,250 of our bitcoin holdings.

We used the funds for general corporate purposes.

As of March 31, 2025, the facility was fully utilized.

CRITICAL ACCOUNTING ESTIMATES

The following accounting estimates relate to the significant areas involving management’s judgments and estimates in the preparation of the Company’s financial statements, and are those that it believes are the most critical to aid the understanding and evaluation of this management discussion and analysis:

• Long-lived assets

• Income taxes

• Assets acquired and liabilities assumed in a business combination

• Goodwill impairment

• Loss contingencies

Long-Lived Assets

The Company has long-lived assets that consist primarily of property and equipment stated at cost, net of accumulated depreciation and impairment, as applicable.

The depreciation charge is calculated on a straight-line basis and depends on the estimated useful lives of each type of asset and, in certain circumstances, estimates of fair values and residual values.

The Company’s property and equipment is primarily composed of digital asset mining rigs, which are largely homogeneous and have approximately the same useful lives.

Accordingly, the Company utilizes the group method of depreciation for its digital asset mining rigs.

The Company updates the estimated useful lives of its asset group of digital asset mining rigs periodically as information on the operations of the mining rigs indicate changes are required.

The Company assesses and adjusts the estimated useful lives of its mining rigs when there are indicators that the productivity of the mining assets is higher or lower than the assigned estimated useful lives.

Management reviews the Company’s long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of their carrying amount to the undiscounted future cash flows expected to be generated thereby.

If such assets are not recoverable based on that test, impairment is recorded in the amount by which the carrying amount of the assets exceeds their fair value as determined in accordance with Accounting Standard Codification (“ASC”) 820.

The primary objectives of accounting for income taxes are to recognize the amount of income taxes payable or refundable for the current year, and to recognize deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes , using the asset and liability method.

Under this method, deferred tax assets and liabilities are calculated based on enacted tax rates and are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Management must make assumptions, judgments and estimates to determine the Company’s income tax benefit or expense and deferred tax assets and liabilities.

The Company recognizes tax positions when they are more likely than not of being sustained.

Recognized tax positions are measured at the largest amount of benefit greater than 50% likely of being realized.

Each period, the Company evaluates tax positions and adjusts related tax assets and liabilities in light of changing facts and circumstances.

Assets Acquired and Liabilities Assumed in a Business Combination

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805 - Business Combinations , 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.

Any purchase consideration in excess of the estimated fair values of net assets acquired is recorded as goodwill.

Goodwill Impairment

Goodwill is not subject to amortization, and instead, assessed for impairment annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with ASC 350.

Loss Contingencies

In the ordinary course of business, the Company may be involved in legal proceedings, claims and governmental and/or regulatory reviews.

Management periodically reviews estimates of potential costs to be incurred by the Company in connection with the adjudication or settlement, if any, of these matters.

These estimates are developed, as applicable in consultation with outside counsel, and are based on an analysis of potential outcomes.

In accordance with ASC 450, Contingencies , loss contingencies are accrued if, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated.

The accruals may change in the future due to new developments in each matter or changes in our litigation strategy.

It is possible that future results for any particular quarter or annual period may be materially affected by changes in our estimates or outcomes relating to these matters.

Given the uncertain nature of litigation generally, we are not able in all cases to estimate the amount or range of loss that could result from an unfavorable outcome of the litigation to which we are a party.

In view of these uncertainties, we could incur charges in excess of any currently established accruals and, to the extent available, liability insurance.

In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on our consolidated results of operations, financial condition and/or consolidated cash flows.

From time to time, we may challenge unfavorable outcomes and obtain surety bonds in connection therewith, and our exposure under such surety bonds will depend on the outcome of our challenge.

We have in the past used, and may in the future use, borrowings under our master lending agreements or other financing sources to post such surety bonds, collateralized by bitcoin.

If the price of bitcoin drops substantially, we may face a margin call on our borrowings under the master lending agreements, which would require us to provide additional collateral to avoid liquidation by lenders of pledged bitcoin to cover amounts owing.

We are not aware of any material changes to our critical accounting estimates set forth under the caption “Critical Accounting Estimates” in Part II, Item 7 of our Annual Report, which is incorporated herein by reference.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 – Summary of Significant Accounting Policies to the Company’s Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.

See Note 2 – Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not aware of any material changes to our disclosures regarding market risks in connection with our bitcoin holdings.

Refer to Part II, Item 7A of our Annual Report, which is incorporated herein by reference.

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-Q

Item 2. Management’s Discussion and Analysis