What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-05-08 · 242 added, 203 removed, 847 unchanged (34% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,

June 30, December 31,

(in thousands, except share and per share data) (unaudited)

21 unchanged sentences

Intangible assets, net 2,150 2,714

Deferred tax assets 23,612 —

Total long-term assets 7,484,988 6,330,944

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Preferred stock, par value $ 0.0001 per share, 50,000,000 shares authorized;

no shares issued and outstanding at March 31, 2025 and December 31, 2024

no shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, par value $ 0.0001 per share, 800,000,000 shares authorized;

346,279,403 shares and 340,258,453 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

362,337,906 shares and 340,258,453 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,542,968 4,155,386

Accumulated deficit ( 559,586 ) ( 26,387 )

Accumulated earnings (deficit)

248,649 ( 26,387 )

Total stockholders’ equity attributable to MARA 4,791,653 4,129,033

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share and per share data) 2025 2024 2025 2024

9 unchanged sentences

Change in fair value of derivative instrument ( 20,311 ) ( 38,251 ) ( 47,139 ) ( 22,999 )

Impairment of assets

26,253 — 26,253 —

Taxes other than on income 2,437 1,555 5,532 4,065

5 unchanged sentences

679,777 ( 232,397 ) 138,714 137,307

Other income (loss)

Change in fair value of digital assets - receivable, net

4 unchanged sentences

Other ( 5,509 ) 93 ( 3,035 ) 3,037

Total other income (loss)

Total other income

336,932 1,081 225,380 6,601

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2025

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interest

For the Three Months Ended June 30, 2025

Common Stock Additional Paid-in Capital Accumulated Earnings (Deficit)

Total Stockholders’ Equity Noncontrolling Interest

(in thousands, except share data) Number Amount

Balance at March 31, 2025 346,279,403 $ 34 $ 4,284,279 $ ( 559,586 ) $ 3,724,727 $ 3,953 $ 3,728,680

Stock-based compensation, net of tax withholding 2,157,781 — 54,656 — 54,656 — 54,656

Issuance of common stock, net of offering costs 14,977,998 2 219,201 — 219,203 — 219,203

Repurchase of shares in settlement of restricted stock ( 1,077,276 ) — ( 15,168 ) — ( 15,168 ) — ( 15,168 )

Contribution from noncontrolling interest — — — — — 636 636

Net income (loss) — — — 808,235 808,235 ( 30 ) 808,205

Balance at June 30, 2025 362,337,906 $ 36 $ 4,542,968 $ 248,649 $ 4,791,653 $ 4,559 $ 4,796,212

For the Six Months Ended June 30, 2025

Common Stock Additional Paid-in Capital Accumulated Earnings (Deficit)

Total Stockholders’ Equity Noncontrolling Interest

(in thousands, except share data) Number Amount

Balance at December 31, 2024 340,258,453 $ 34 $ 4,155,386 $ ( 26,387 ) $ 4,129,033 $ 6,909 $ 4,135,942

3 unchanged sentences

Distribution to noncontrolling interest — — — — — ( 2,076 ) ( 2,076 )

Net loss — — — ( 533,199 ) ( 533,199 ) ( 244 ) ( 533,443 )

Net income (loss) — — — 275,036 275,036 ( 274 ) 274,762

Balance at June 30, 2025 362,337,906 $ 36 $ 4,542,968 $ 248,649 $ 4,791,653 $ 4,559 $ 4,796,212

See accompanying notes to the Condensed Consolidated Financial Statements

For the Three Months Ended June 30, 2024

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interest

(in thousands, except share data) Number Amount

Balance at March 31, 2024 268,944,172 $ 27 $ 2,707,333 $ ( 230,467 ) $ 2,476,893 $ — $ 2,476,893

For the Three Months Ended March 31, 2024

Stock-based compensation, net of tax withholding 1,008,225 — 27,049 — 27,049 — 27,049

Issuance of common stock, net of offering costs 17,472,602 1 344,949 — 344,950 — 344,950

Repurchase of shares in settlement of restricted stock ( 378,420 ) — ( 6,578 ) — ( 6,578 ) — ( 6,578 )

Net loss — — — ( 199,659 ) ( 199,659 ) — ( 199,659 )

Balance at June 30, 2024 287,046,579 $ 28 $ 3,072,753 $ ( 430,126 ) $ 2,642,655 $ — $ 2,642,655

For the Six Months Ended June 30, 2024

Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interest

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Net income — — — 137,514 137,514 — 137,514

Balance at March 31, 2024 268,944,172 $ 27 $ 2,707,333 $ ( 230,467 ) $ 2,476,893 $ — $ 2,476,893

Balance at June 30, 2024 287,046,579 $ 28 $ 3,072,753 $ ( 430,126 ) $ 2,642,655 $ — $ 2,642,655

See accompanying notes to the Condensed Consolidated Financial Statements

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ 274,762 $ 137,514

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 319,638 189,110

Deferred tax (benefit) expense

( 112,115 ) 37,556

Deferred tax expense

Change in fair value of digital assets and digital assets - receivable, net

( 682,345 ) ( 340,808 )

Impairment of assets

Net gain on investments

13 unchanged sentences

( 36,369 ) ( 275,880 )

Deposits for acquisitions

Purchase of property and equipment ( 157,771 ) ( 26,309 )

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Line of credit

Repayment of finance lease liabilities

( 168 ) ( 163 )

Cash paid for shares withheld for taxes

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During March 2023, the Company began to participate, to the extent practicable, in insured cash sweep programs which “sweep” its deposits across multiple FDIC insured accounts, each with deposits of no more than $250.0 thousand.

As of March 31, 2025, substantially all of the Company’s cash and cash equivalents were FDIC insured.

As of June 30, 2025, substantially all of the Company’s cash and cash equivalents were FDIC insured.

Restricted Cash

Restricted cash as of March 31, 2025 principally represented those cash balances that support commercial letters of credit and are restricted from withdrawal.

Restricted cash as of June 30, 2025 principally represented those cash balances that support commercial letters of credit and are restricted from withdrawal.

Digital Assets

In 2024, the Company adopted a full holding onto bitcoin (“HODL”) approach towards its bitcoin treasury policy, retaining all bitcoin mined in its operations, and may periodically make strategic open market purchases of bitcoin.

The Company holds bitcoin for long-term investment purposes as a bitcoin investment approach, retains all bitcoin mined in its operations, and may periodically make strategic open market purchases of bitcoin.

The Company seeks to generate returns on its holdings, as bitcoin price appreciates and actively pursues risk-adjusted return opportunities to generate cash flows that supports its operating expenses.

As a result, bitcoin digital assets are included in non-current assets on the Condensed Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin.

Other digital assets are held with the intent to fund operating expenses are included in current assets on the Condensed Consolidated Balance Sheets.

In addition, digital assets loaned and collateralized were reported as “Digital assets - receivable, net” and classified as long-term assets on the Condensed Consolidated Balance Sheets as it is the Company’s intent to maintain the loaned and collateralized bitcoin consistent with its HODL policy.

Other digital assets are held with the intent to fund operating expenses and are included in current assets on the Condensed Consolidated Balance Sheets.

In addition, digital assets that are loaned, actively managed or pledged as collateral are reported as “Digital assets - receivable, net” and classified as long-term assets on the Condensed Consolidated Balance Sheets, consistent with the Company’s intent to retain all bitcoin under its bitcoin investment approach.

Proceeds from the sale of digital assets are included within investing activities in the accompanying Condensed Consolidated Statement of Cash Flows.

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The Company lends digital assets to counterparties under fixed term loans.

In addition, the Company has pledged bitcoin as collateral for a line of credit.

Digital asset receivables that do not have a prespecified maturity date are

repayable at the Company’s option, subject to notice between three and 35 business days.

A borrower may elect to repay at any time, without incurring any penalty or premium.

In addition, the Company has pledged bitcoin as collateral for the Line of Credit (as defined below).

Digital asset receivables that do not have a prespecified maturity date are repayable at the Company’s option, subject to notice between three and 35 business days.

While the loan is outstanding, the borrower has the right and the ability to use the digital assets at its discretion, including the ability to sell or pledge the borrowed digital assets to third parties.

At the conclusion of the loan, the borrower is obligated to return the same type and quantity of digital assets as those lent by the Company.

The digital asset receivables are initially measured upon transfer at fair value and subsequently remeasured at fair value each reporting period.

The digital asset receivables are initially measured upon transfer at fair value and subsequently remeasured at fair value at the end of each reporting period.

The changes in fair value are recognized on the Condensed Consolidated Statements of Operations, in accordance with ASC 350-60.

A loan fee is accrued daily based on the amount owing, paid on a monthly basis consistent with each loan’s terms.

Additionally, the Company established a separately managed account (“SMA”) with an external full-service advisor and transferred an allotted amount of the Company’s bitcoin holdings to be actively managed under such agreement.

The SMA is managed within defined parameters intended to generate returns while limiting downside risk, and it maintains liquidity with short-term notice.

Similar to bitcoin loaned or pledged as collateral, bitcoin transferred to the SMA is initially measured at fair value upon transfer and subsequently remeasured at fair value at the end of each reporting period.

The digital asset receivable balance is evaluated for possible credit losses, in accordance with ASC 326 - Financial Instruments - Credit Losses .

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Allowance for credit losses are included in “Other” on the Condensed Consolidated Statements of Operations.

Refer to Note 6 – Digital Assets - Receivable, Net for further information.

Refer to Note 5 – Digital Assets, “Digital assets - receivable, net” for further information.

Other Receivable

The Company acquired accounts receivable as a result of its acquisition of GC Data Center Equity Holdings, LLC on January 12, 2024 (the “GC Data Center Acquisition”), which consist of trade receivables.

Refer to Note 3 – Acquisitions, for further information.

The Company provides an allowance for credit losses equal to the estimated uncollectible amounts, based on historical and customer specific experience and current economic and market conditions.

The allowance for credit losses was $ 8.6 million as of March 31, 2025.

The allowance for credit losses was $ 8.6 million as of June 30, 2025.

The Company enters into derivative contracts to manage its exposure to fluctuations in the price of bitcoin and energy costs and not for any other purpose.

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Embedded derivatives that are required to be bifurcated from the host instrument or arrangement are accounted for and valued as separate financial instruments.

There were no embedded derivatives requiring separation from the host instrument as of March 31, 2025 and December 31, 2024.

There were no embedded derivatives requiring separation from the host instrument as of June 30, 2025 and December 31, 2024.

The Company does not elect to designate derivatives as hedges for accounting purposes and, as such, records derivatives at fair value, with subsequent changes in fair value and settlements recognized in earnings.

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From time to time the Company enters into derivative contracts to mitigate bitcoin market pricing volatility risk.

During the three months ended March 31, 2025, the Company recorded a $ 7.7 million loss on derivatives as a non-operating expense on the Condensed Consolidated Statements of Operations, settled through bitcoin.

There were no derivative instruments outstanding as of March 31, 2025, and various derivative instruments to mitigate bitcoin market pricing volatility risk outstanding as of December 31, 2024.

During the three and six months ended June 30, 2025, the Company recorded a $ 0.8 million gain and $ 7.0 million

loss, respectively, on derivatives as a non-operating expense on the Condensed Consolidated Statements of Operations, settled through bitcoin.

As of June 30, 2025 and December 31, 2024, the Company had various derivative instruments outstanding to mitigate bitcoin market pricing volatility risk.

Energy Derivatives

The Company acquired a commodity swap contract as a result of the GC Data Center Acquisition on January 12, 2024.

Refer to Note 3 – Acquisitions, for further information.

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

The commodity swap contract meets the definition of a derivative due to terms that provide for net settlement.

As of March 31, 2025, the estimated fair value of the Company’s derivative asset instrument was $ 35.8 million, estimated using observable market-based inputs classified

under Level 2 of the fair value hierarchy.

During the three months ended June 30, 2025, the Company modified the commodity swap contract that had the effect of reducing the contracted fixed electricity purchase cost and resulted in an $ 8.2 million adjustment included in the “Change in fair value of derivative instrument” on the Condensed Consolidated Statements of Operations.

As of June 30, 2025, the estimated fair value of the Company’s derivative asset instrument was $ 56.1 million, estimated using observable market-based inputs classified under Level 2 of the fair value hierarchy.

The significant assumptions used in the discounted cash flow model to estimate fair value include the discount rate and electricity forward curves.

Accordingly, the Company records the “ Change in fair value of derivative instrument ” on the Condensed Consolidated Statements of Operations.

The following table presents the changes in fair value of the derivative instrument:

The following table presents changes in fair value of the derivative asset instrument:

(in thousands)

1 unchanged sentence

Change in fair value of derivative instrument

Balance at March 31, 2025

Balance at June 30, 2025

For the three months ended June 30, 2025, the Company recorded $ 20.3 million as the “Change in fair value of the derivative instrument” on the Condensed Consolidated Statements of Operations.

Property and Equipment

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The Company accounts for investments in which it owns between 20% and 50% of the common stock and has the ability to exercise significant influence, but not control, over the investee using the equity method of accounting in accordance with ASC 323 - Equity Method Investments and Joint Ventures .

Under the equity method, an investor initially records its investment in the investee at cost and adjusts the carrying amount of its investment to recognize its proportionate share of the earnings or losses of the investee after the date of investment.

Under the equity method, an investor

initially records its investment in the investee at cost and adjusts the carrying amount of its investment to recognize its proportionate share of the earnings or losses of the investee after the date of investment.

Other Investments

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Intangible assets with finite lives are comprised of customer relationships and intellectual property and are amortized over their estimated useful lives on an accelerated basis over the projected pattern of economic benefits, which range from one to four years .

Finite-lived intangible assets are reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that it is more likely than not that the fair value has been reduced to less than its carrying amount.

Finite-lived intangible assets are reviewed for impairment annually, or more frequently when

events or changes in circumstances indicate that it is more likely than not that the fair value has been reduced to less than its carrying amount.

Business Combinations

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Contingent consideration is included within the purchase price and is initially recognized at fair value as of the acquisition date.

Contingent consideration, classified as either an asset or a liability, is remeasured to fair value each reporting period, until the contingency is resolved.

Contingent consideration, classified as a liability, is remeasured to fair value each reporting period, until the contingency is resolved.

Changes in fair value of contingent consideration period-over-period are recognized in earnings.

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The Company considers third-party hosting and other energy costs as power expenses paid to power providers for power consumed related to third party hosted bitcoin mining operations, as well as other digital asset mining operation energy costs.

As of March 31, 2025, the Company have third party hosting agreements extending through 2028, refer to Note 16 – Commitments and Contingencies, for further information.

As of June 30, 2025, the Company have third party hosting agreements extending through 2028, refer to Note 15 – Commitments and Contingencies, for further information.

Stock-based Compensation

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Research and development costs are expensed as incurred in accordance with ASC 730 – Research and Development and are included in operating expenses on the Condensed Consolidated Statements of Operations.

Research and development costs were $ 9.3 million and $ 2.5 million, for the three months ended March 31, 2025 and 2024 respectively.

Research and development costs were $ 8.5 million and $ 3.8 million, for the three months ended June 30, 2025 and 2024 respectively and $ 17.8 million and $ 6.3 million, for the six months ended June 30, 2025 and 2024 respectively.

Effective Tax Rate

Our effective tax rate (“ETR”) from continuing operations was 18.26 % and 10.14 % for the three months ended March 31, 2025 and 2024, respectively.

Our effective tax rate from continuing operations was 20.51 % and 13.69 % for the three months ended June 30, 2025 and 2024, respectively, and 24.52 % and 4.44 % for the six months ended June 30, 2025 and 2024, respectively.

The difference between the U.S.

statutory tax rate of 21% was primarily due to non-deductible officer compensation, which represents a permanent difference that reduces the overall tax benefit.

During the three months ended March 31, 2025, the Company concluded, based upon all available evidence, it was more likely than not that it would have sufficient future taxable income to realize the Company’s federal and state deferred tax assets, as the Company continues to be in a three year cumulative income position.

During the six months ended June 30, 2025, the Company concluded, based upon all available evidence, it was more likely than not that it would have sufficient future taxable income to realize the Company’s federal and state deferred tax assets, as the Company continues to be in a three year cumulative income position.

Income Tax in Interim Periods

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The Company continually assesses any new accounting pronouncements to determine their applicability.

When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its Condensed Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Condensed Consolidated Financial Statements properly reflect the change.

In March 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No.

assures that there are proper controls in place to ascertain that the Company’s Condensed Consolidated Financial Statements properly reflect the change.

In May 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which amends the guidance for identifying the accounting acquirer in transactions involving the acquisition of a variable interest entity that meets the definition of a business.

The guidance is intended to reduce diversity in practice and improve consistency in the application of acquisition accounting.

The new standard is effective for the Company for its annual periods beginning January 1, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting the standard.

In March 2025, the FASB issued ASU No.

2025-02, Liabilities (405):

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This acquisition is intended to convert underutilized sustainable resources into economic value, achieve low energy cost, and enable broader renewable energy development.

GC Data Center Acquisition ( Granbury, Texas and Kearney, Nebraska )

On January 12, 2024, the Company acquired two operational bitcoin mining sites located in Granbury, Texas and Kearney, Nebraska, totaling 390 megawatts of nameplate capacity in the GC Data Center Acquisition for total consideration of $ 189.6 million, including a working capital adjustment that was paid during the three months ended March 31, 2024, plus up to an additional $ 19.6 million of cash, which amount is contingent on the expansion of additional megawatt capacity at the acquired facilities by certain milestone dates during the three year period following the anniversary of closing.

The acquisition is intended to improve efficiencies and the scale of operations through the integration of the Company’s technology stack and realization of synergies.

The Company will not be taking on any new hosting services customers at these locations and will transition to self-mining at these two sites as existing customer agreements expire or are terminated early.

The following table summarizes the components of total purchase consideration:

(in thousands) January 12, 2024

Initial cash consideration, net of cash acquired $ 175,734

Working capital adjustments 8,081

Estimate fair value contingent earn-out and other

Total purchase consideration $ 189,647

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805.

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of January 12, 2024:

(in thousands) January 12, 2024

Accounts receivable $ 20,411

Other current assets 8,506

Property and equipment 132,148

Right-of-use asset 8,852

Goodwill 30,852

Customer relationships 22,000

Derivative instrument 10,989

Other non-current assets 6,250

Total assets $ 240,008

Accounts payable and accrued expenses $ 13,940

Lease liability 13,992

Other long-term liabilities 22,429

Total liabilities 50,361

Total purchase consideration $ 189,647

Goodwill is calculated as the excess of the purchase price over the net assets acquired.

The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years.

Goodwill is primarily attributed to growth and efficiency opportunities as well as expected synergies from combining the operations of bitcoin mining sites with the Company.

The gross contractual amounts receivable were $ 24.0 million, of which $ 3.6 million is expected to be uncollectible.

During the three months ended March 31, 2024, the Company terminated various customer agreements and recognized an $ 22.1 million charge recorded to “Early termination expenses” on the Condensed Consolidated Statements of Operations.

The fair value of property and equipment was estimated by applying the cost approach, which estimates fair value using replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence, which are considered Level 3 inputs.

The fair value of the derivative was estimated using a discounted cash flow approach that considers various assumptions including current market prices and electricity forward curves, time value, as well as other relevant economic measures, which are considered Level 2 inputs.

The fair value of the contingent earn-out was estimated using a discounted cash flow approach, which included assumptions regarding the probability-weighted cash flows of achieving certain capacity development milestones, which are considered Level 3 inputs.

The fair value of the lease liability was estimated using a discounted cash flow approach, which included assumptions regarding current market prices for similar assets, estimated term and discount rates, which are considered Level 3 inputs.

Intangible assets were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed.

The fair values of intangible assets were estimated based on various valuation techniques including the use of discounted cash flow analyses, and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

These valuation inputs included estimates and assumptions about forecasted future cash flows, long-term revenue growth rates, and discount rates.

The fair value of the customer relationships intangible asset was determined using a discounted cash flow model that incorporates the excess earnings method and will be amortized on an accelerated basis over the

projected pattern of economic benefits of approximately 4 years.

As of December 31, 2024, the Company fully amortized customer relationships acquired for $ 22.0 million.

The results of the acquired facilities have been included in the Company’s Condensed Consolidated Statements of Operations as of the acquisition date.

The following unaudited pro forma financial information reflects the acquisition of GC Data Center Acquisition by the application of pro forma adjustments to the Company’s historical financial statements as if the acquisition had occurred on January 1, 2023, for the indicated periods:

Three Months Ended March 31,

(in thousands) 2024

GC Data Center Acquisition and Garden City Acquisition

The following unaudited pro forma financial information reflects the acquisition of the Garden City Acquisition and GC Data Center Acquisition by the application of pro forma adjustments to the Company’s historical financial statements as if the acquisition had occurred on January 1, 2023, for the indicated periods:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, expect per share data) 2024 2024

Revenue $ 145,139 $ 313,430

Income before income taxes

( 233,247 ) 151,610

Earnings per common share:

Basic $ ( 0.72 ) $ 0.54

Diluted ( 0.72 ) 0.52

The unaudited pro forma financial information should not be considered indicative of actual results that would have been achieved had the acquisition of the acquired facilities actually been consummated on the date indicated and does not purport to be indicative of the Company’s future financial position or results of operations.

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The following table presents the Company’s revenues disaggregated for those arrangements in which the Company is the Operator and Participant:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

Hosting services (1)

1,164 8,661 2,315 29,436

Total revenues from contracts with customers 15,232 24,908 29,953 66,981

Mining operator - block rewards and other revenue 199,163 121,997

Mining operator - block rewards 218,309 118,716 414,668 240,713

Other Revenue 4,944 1,515 7,748 2,643

Total revenues $ 238,485 $ 145,139 $ 452,369 $ 310,337

2 unchanged sentences

Intercompany transactions have been eliminated in consolidation.

Refer to Note 3 – Acquisitions, for further information.

Mining Operator

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and each respective contract contains a single performance obligation to perform a transaction validation service and this performance obligation is satisfied at the point-in-time when a block is successfully validated.

From September 2021 until May 2022, the Company engaged unrelated third-party mining enterprises (“pool participants”) to contribute hash calculations, and in exchange, remitted transaction fees and block rewards to pool participants on a pro rata basis according to each respective pool participant’s contributed hash calculations.

The MaraPool wallet (owned by the Company as Operator) is recorded on the distributed ledger as the winner of proof of work block rewards and assignee of all validations and, therefore, the transaction verifier of record.

The pool participants entered into contracts with the Company as Operator;

they did not directly enter into contracts with the network or the requester and were not known verifiers of the transactions assigned to the pool.

As Operator, the Company delegated mining work to the pool participants utilizing software that algorithmically assigned work to each individual miner.

By virtue of its selection and operation of the software, the Company as Operator controlled delegation of work to the pool participants.

This indicated that the Company directed the mining pool participants to contribute their hash calculations to solve in areas that the Company designated.

Therefore, the Company determined that it controlled the service of providing transaction verification services to the network and requester.

Accordingly, the Company recorded all of the transaction fees and block rewards earned from transactions assigned

to MaraPool as revenue, and the portion of the transaction fees and block rewards remitted to MaraPool participants as purchased energy costs.

In accordance with ASC 606-10-32-21, the Company measures the estimated fair value of the non-cash consideration (block reward and transaction fees) at contract inception, which is at the time the performance obligation to the requester and the network is fulfilled by successfully validating a block.

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For FPPS and PPS pools, the Company is entitled to non-cash consideration even if a block is not successfully validated by the mining pool operators.

Success-based mining pools pay a fractional share of the successfully mined block and transaction fees, reduced by pool operator expenses only if a block is successfully validated.

For the three months ended March 31, 2025 and during 2024, the Company participated in FPPS mining pools.

Success-based mining pools

pay a fractional share of the successfully mined block and transaction fees, reduced by pool operator expenses only if a block is successfully validated.

For the six months ended June 30, 2025 and during 2024, the Company participated in FPPS mining pools.

FPPS Mining Pools

The Company primarily participates in mining pools that use the FPPS payout method for the three months ended March 31, 2025.

The Company primarily participated in mining pools that use the FPPS payout method for the six months ended June 30, 2025.

The Company is entitled to compensation once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on a daily basis.

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• The non-cash consideration in the form of transaction fees paid by transaction requestors is based on the share of total actual fees paid over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula:

total actual transaction fees generated on the Bitcoin network during the 24-hour period as a percent of total block rewards the Bitcoin network actually

generated during the same 24-hour period, multiplied by the block rewards the Company earned for the same 24-hour period noted above.

total actual transaction fees generated on the Bitcoin network during the 24-hour period as a percent of total block rewards the Bitcoin network actually generated during the same 24-hour period, multiplied by the block rewards the Company earned for the same 24-hour period noted above.

• The block reward and transaction fees earned by the Company is reduced by mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract.

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Colocation services include providing mining companies with sheltered data center space, electrical power, cooling, and internet connectivity.

Managed services generally include providing customers with technical support and maintenance services, in addition to colocation services.

As of March 31, 2025, only one customer remains associated with these hosting services.

Managed services generally include providing

customers with technical support and maintenance services, in addition to colocation services.

As of June 30, 2025, only one customer remains associated with these hosting services.

The Company will not be taking on any new hosting services customers and will transition acquired sites to self-mining as existing customer agreements expire or are terminated early.

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NOTE 5 – DIGITAL ASSETS

The following table presents the Company’s significant digital asset holdings as of March 31, 2025 and December 31, 2024, respectively:

Digital assets

The following table presents the Company’s significant digital asset holdings as of June 30, 2025 and December 31, 2024, respectively:

As of June 30, 2025

(in thousands, except for quantity) Quantity Cost Basis Fair Value

4 unchanged sentences

Other digital assets

Total digital assets held as of March 31, 2025

Total digital assets held as of June 30, 2025

$ 3,433,589 $ 5,355,698

As of December 31, 2024

(in thousands, except for quantity) Quantity Cost Basis Fair Value

6 unchanged sentences

$ 2,822,921 $ 4,196,752

(1) The Company’s bitcoin - receivable holdings include bitcoin lent out in digital asset loan receivable transactions and bitcoin pledged as collateral.

Refer to Note 6 – Digital Assets - Receivable, Net and Note 14 - Debt, for further information.

The Company earned 4 and 51 bitcoin that were pending distribution from the Company’s equity method investee, the ADGM Entity (as defined below), which are excluded from the Company’s holdings as of March 31, 2025 and December 31, 2024, respectively.

NOTE 6 – DIGITAL ASSETS - RECEIVABLE, NET

Lending Arrangements

(1) The Company’s bitcoin - receivable holdings include bitcoin loaned, actively managed or pledged as collateral.

Refer to Note 5 – Digital Assets, “Digital assets - receivable, net” and Note 13 - Debt, for further information.

The Company earned 2 and 51 bitcoin that were pending distribution from the Company’s equity method investee, the ADGM Entity (as defined below), which are excluded from the Company’s holdings as of June 30, 2025 and December 31, 2024, respectively.

Digital assets - receivable, net

Throughout 2024 , the Company entered into master securities loan agreements with various counterparties that represent digital asset loan receivables to generate yield from our loaned bitcoin holdings for the Company’s stakeholders.

As of March 31, 2025 and December 31, 2024, a total of 7,377 bitcoin remained loaned to counterparties under these agreements.

Collateralized Digital Assets

As of March 31, 2025, 3,250 bitcoin were collateralized in connection with an additional line of credit of $ 150.0 million.

As of March 31, 2025 and December 31, 2024, the Company had a total of 6,892 and 2,997 bitcoin collateralized, respectively, in connection with lines of credit.

As of December 31, 2024, a total of 7,377 bitcoin remained loaned to counterparties under these agreements.

During the three months ended June 30, 2025, an additional 500 bitcoin were loaned out to one of the counterparties, increasing the total bitcoin loaned under these agreements to 7,877 .

On May 6, 2025, the Company entered into an SMA agreement with Two Prime, an external full-service advisor, and transferred approximately 500 bitcoin, followed by an additional 1,500 bitcoin in late June 2025, to be actively managed under the arrangement.

As of June 30, 2025, an additional 4 bitcoin had been earned through the SMA, or approximately $ 0.4 million, resulting in a total of 2,004 bitcoin held and actively managed within the SMA.

As of June 30, 2025 and December 31, 2024, the Company had a total of 5,669 and 2,997 bitcoin pledged as collateral, respectively, in connection with outstanding borrowings under the Line of Credit.

Refer to Note 13 – Debt, for further information.

1 unchanged sentence

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Digital asset receivable - lending

$ 844,203 $ 688,674

Digital asset receivable - collateralized

Digital asset receivable - trading

Digital asset receivable - borrowing

607,613 279,762

5 unchanged sentences

$ 1,646,478 $ 960,057

The digital asset receivables forementioned are initially recognized at fair value upon transfer and subsequently remeasured at fair value each reporting period.

The aforementioned digital asset receivables are initially recognized at fair value upon transfer and subsequently remeasured at fair value each reporting period.

The changes in fair value are recognized as “Changes to digital assets - receivable, net” on the Condensed Consolidated Statements of Operations.

The allowance for credit losses reflects the Company’s current estimate of the potential credit losses associated with the digital asset loan receivable and bitcoin provided as collateral to secure lines of credit for a total of $ 350.0 million.

The allowance for credit losses reflects the Company’s current estimate of the potential credit losses associated with the digital assets loaned, transferred to be actively managed, and bitcoin pledged as collateral in connection with outstanding borrowings.

The credit loss is recorded as a valuation account, directly offsetting the digital asset receivables on the Condensed Consolidated Balance Sheets.

Changes to the allowance for credit losses on loans, based on quarterly analyses, are recorded as provision for credit losses within “Other” on the Condensed Consolidated Statements of Operations.

Changes to the allowance for credit losses on loans,

based on quarterly analyses, are recorded as provision for credit losses within “Other” on the Condensed Consolidated Statements of Operations.

The Company assesses the creditworthiness of its borrowers on a quarterly basis.

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In order to apply the PD LGD approach, management considered the lifetime of the digital asset receivables, the reasonable and supportable forecast, and the PD LGD.

As of March 31, 2025, the Company recorded a corresponding allowance for credit loss of $ 13.5 million, based on the PD LGD approach.

As of June 30, 2025, the Company recorded a corresponding allowance for credit loss of $ 20.1 million, based on the PD LGD approach.

As of December 31, 2024, the Company had digital asset receivables outstanding and recorded an allowance for credit loss of $ 8.4 million.

3 unchanged sentences

The Company accounts for these payments as “Advances to vendors” on the Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, such advances totaled approximately $ 134.0 million and $ 121.3 million, respectively.

As of June 30, 2025 and December 31, 2024, such advances totaled approximately $ 6.3 million and $ 121.3 million, respectively.

In addition, the Company contracts with various service providers for hosting of its equipment, operational support in data centers where the Company’s equipment is deployed and construction of data centers on leased sites.

2 unchanged sentences

The Company classifies these payments as “Deposits” and “Long-term deposits” on the Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, such deposits totaled approximately $ 263.5 million and $ 259.4 million, respectively.

As of June 30, 2025 and December 31, 2024, such deposits totaled approximately $ 230.8 million and $ 259.4 million, respectively.

NOTE 7 – PROPERTY AND EQUIPMENT

The components of property and equipment as of March 31, 2025 and December 31, 2024 are:

(in thousands, except useful life) Useful life (Years) March 31, 2025 December 31, 2024

The components of property and equipment as of June 30, 2025 and December 31, 2024 are:

(in thousands, except useful life) Useful life (Years) June 30, 2025 December 31, 2024

— $ 3,510 $ 3,510

4 unchanged sentences

117,162 106,784

Equipment 4 - 15

Mining and transportation equipment 4 - 15

211,347 124,900

8 unchanged sentences

The Company’s asset retirement obligations represent the estimated costs to return a site to its original state.

As of March 31, 2025, the Company recognized an additional asset retirement obligation of $ 3.3 million related to the Wind Farm land lease.

As of June 30, 2025, the Company recognized an additional asset retirement obligation of $ 3.3 million related to the Wind Farm land lease.

Asset retirement obligations are accreted over the term of the leases.

The Company’s accretion expense related to the asset retirement obligation for the three months ended March 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively.

The Company’s depreciation expense related to property and equipment for the three months ended March 31, 2025 and 2024 was $ 154.8 million and $ 78.0 million, respectively.

The Company’s accretion expense related to the asset retirement obligation for the three months ended June 30, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively, and $ 0.6 million and $ 0.4 million, for the six months ended June 30, 2025 and 2024, respectively.

The Company’s depreciation expense related to property and equipment for the three months ended June 30, 2025 and 2024 was $ 158.9 million and $ 87.8 million, respectively and $ 313.7 million and $ 165.8 million, for the six months ended June 30, 2025 and 2024, respectively.

During the second quarter of 2025, severe storms damaged certain mining equipment at the Company’s Garden City bitcoin mining site.

As of June 30, 2025, the Company recognized an impairment of $ 26.0 million related to storm damage included in “Impairment of assets” on the Condensed Consolidated Statements of Operations.

NOTE 8 – INVESTMENTS

The components of investments as of March 31, 2025 and December 31, 2024 are:

The components of investments as of June 30, 2025 and December 31, 2024 are:

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Equity method investments

8 unchanged sentences

The ADGM Entity commenced mining operations in September 2023.

The Company’s share of net loss was nearly zero for the three months ended March 31, 2025, including approximately $ 3.1 million of depreciation and amortization and net income of $ 1.3 million for three months ended March 31, 2024, including approximately $ 2.6 million of depreciation and amortization.

As of March 31, 2025, the Company’s investment in the ADGM Entity was $ 51.3 million and is reflected in “Investments” on the Condensed Consolidated Balance Sheets.

The Company’s share of net loss for the three and six months ended June 30, 2025 was $ 0.9 million and $ 0.9 million, respectively, including approximately $ 3.2 million and $ 6.3 million of depreciation and amortization.

For the three and six months ended June 30, 2024, the Company’s share of net income was nearly zero and $ 1.3 million, respectively, including approximately $ 3.5 million and $ 6.1 million of depreciation and amortization.

As of June 30, 2025, the Company’s investment in the ADGM Entity was $ 48.3 million and is reflected in “Investments” on the Condensed Consolidated Balance Sheets.

Other Investments

1 unchanged sentence

Investments in Equity Securities

As of March 31, 2025, the total carrying amount of the Company’s investment in Auradine, Inc.

As of June 30, 2025, the total carrying amount of the Company’s investment in Auradine, Inc.

(“Auradine”) preferred stock was $ 85.4 million.

4 unchanged sentences

Other Investments

During the three months ended March 31, 2025, the Company wrote off a previous investment of $ 2.3 million, as the Company believed there were indicators the carrying value may not be recoverable.

During the six months ended June 30, 2025, the Company wrote off a previous investment of $ 2.3 million, as the Company believed there were indicators the carrying value may not be recoverable.

The loss on investments was recorded to “Other” on the Condensed Consolidated Statements of Operations.

As of March 31, 2025, the Company had no SAFE investments.

As of June 30, 2025, the Company had no SAFE investments.

As of December 31, 2024, the Company had two SAFE investments with a carrying value of $ 1.4 million.

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Recurring measurement of fair value

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy for each of those assets and liabilities as of March 31, 2025 and December 31, 2024, respectively:

(in thousands) Total carrying value at March 31, 2025

(in thousands) Total carrying value at June 30, 2025

Quoted prices in active markets

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(1) The fair value of digital assets - receivable, net was estimated using the market approach, utilizing observable market prices and other relevant market data, which are considered Level 2 inputs.

Refer to Note 6 – Digital Assets - Receivable, Net, for further information.

Refer to Note 5 – Digital Assets, “Digital assets - receivable, net” for further information.

(2) The fair value of the derivative instrument was estimated using a discounted cash flow approach that considers various assumptions including current market prices and electricity forward curves, which are considered Level 2 inputs.

1 unchanged sentence

Refer to Note 2 – Summary of Significant Accounting Policies, “Derivatives”, for further information.

(3) Represents the estimated amount of acquisition-related consideration expected to be paid in the future as of March 31, 2025 for the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm.

(3) Represents the estimated amount of acquisition-related consideration expected to be paid in the future as of June 30, 2025 for the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm.

Increases (decreases) in the probability of achieving the milestones could result in significant changes in the fair value of the contingent consideration.

1 unchanged sentence

The Company includes money market funds in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

There were no transfers among Levels 1, 2 or 3 during the three months ended March 31, 2025.

There were no transfers among Levels 1, 2 or 3 during the six months ended June 30, 2025 or the year ended December 31, 2024.

Fair value of financial instruments not recognized at fair value

The following tables present information about the Company’s financial instruments that are not recognized at fair value on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively, is as follows:

(in thousands) Total carrying value at March 31, 2025

The following tables present information about the Company’s financial instruments that are not recognized at fair value on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively, is as follows:

(in thousands) Total carrying value at June 30, 2025

Quoted prices in active markets

9 unchanged sentences

$ 2,246,578 $ 1,974,398 $ — $ —

There were no transfers among Levels 1, 2 or 3 during the three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024 there were no other assets and liabilities measured at fair value on a non-recurring basis.

There were no transfers among Levels 1, 2 or 3 during the six months ended June 30, 2025 and year ended December 31, 2024.

As of June 30, 2025 and December 31, 2024 there were no other assets and liabilities measured at fair value on a non-recurring basis.

NOTE 10 – NET INCOME (LOSS) PER SHARE

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Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

For the three months ended March 31, 2025 and 2024, the Company recorded net income (loss) and as such, the Company calculated the impact of dilutive common stock equivalents in determining diluted earnings per share.

For the three and six months ended June 30, 2025 and 2024, the Company recorded net income (loss) and as such, the Company calculated the impact of dilutive common stock equivalents in determining diluted earnings per share.

The following table presents the total potential securities that were not included in the computation of diluted income (loss) per share, as their inclusion would have been anti-dilutive:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Warrants 324,375 324,375 324,375 324,375

1 unchanged sentence

Performance-based restricted stock units (1)

— 2,991,580 — —

Convertible Notes (2)

— 4,341,422 — —

Total dilutive shares 324,375 16,810,375 324,375 324,375

3 unchanged sentences

The following table sets forth the computation of basic and diluted income (loss) per share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share and per share data) 2025 2024 2025 2024

15 unchanged sentences

Restricted stock units 3,896,469 — 4,094,789 4,431,276

Performance-based restricted stock units 2,007,055 — 1,545,898 287,030

Convertible Notes

82,106,952 — 82,106,952 4,341,422

Weighted average shares of common stock - diluted

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Wainwright & Co., LLC and Mizuho Securities USA LLC acting as the sales agents (collectively, the “Agents”) pursuant to an ATM agreement (the “2025 ATM”), under which the Company may offer and sell shares of its common stock from time to time through the Agents having an aggregate offering price of up to $ 2.0 billion.

As of March 31, 2025, the Company has not sold any shares of common stock pursuant to the 2025 ATM.

During the three and six months ended June 30, 2025, the Company sold 14,977,998 shares of common stock for an aggregate purchase price of $ 219.2 million, net of offering expenses of $ 1.1 million.

In February 2024, the Company commenced an ATM offering program pursuant to an ATM agreement (the “2024 ATM”), under which the Company had the right to offer and sell shares of its common stock from time to time having an aggregate offering price of up to $ 1.5 billion.

During the three months ended March 31, 2025, the Company sold 5,428,548 shares of common stock for an aggregate purchase price of $ 100.1 million, net of offering expenses of $ 2.6 million, and concluded the 2024 ATM.

During the six months ended June 30, 2025, the Company sold 5,428,548 shares of common stock for an aggregate purchase price of $ 100.1 million, net of offering expenses of $ 2.6 million, and concluded the 2024 ATM.

NOTE 12 – STOCK-BASED COMPENSATION

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The Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) provides for the issuance of stock options, restricted stock, restricted stock units (“RSUs”), preferred stock and other awards to employees, directors, consultants and other service providers.

As of March 31, 2025, the Company had an aggregate of 5,585,251 shares of common stock reserved for future issuance under the 2018 Plan.

In June 2025, the Company’s shareholders approved an amendment to the 2018 Plan that increased the number of shares authorized for issuance thereunder by 18,000,000 shares.

As of June 30, 2025, the Company had an aggregate of 21,484,291 shares of common stock reserved for future issuance under the 2018 Plan.

The Company grants awards to employees under annual long-term incentive plans (“LTIP”) to align the incentive structure to the long-term goals of the Company, promote retention, and promote the achievement of targeted results.

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The Company measures the fair value of RSUs at the grant date and recognizes expenses on a straight-line basis over the requisite service period from the date of grant for each separately-vesting tranche under the graded-vesting attribution method.

A summary of the Company’s service-based RSU activity for the three months ended March 31, 2025, is as follows:

A summary of the Company’s service-based RSU activity for the six months ended June 30, 2025, is as follows:

Number of RSUs Weighted Average Grant Date Fair Value

4 unchanged sentences

Vested ( 2,423,484 ) 14.99

Nonvested at March 31, 2025

Nonvested at June 30, 2025

9,309,748 $ 15.36

As of March 31, 2025, there was approximately $ 73.1 million of aggregate unrecognized stock-based compensation related to unvested service-based RSUs that is expected to be recognized over the next 2.6 years.

As of June 30, 2025, there was approximately $ 76.4 million of aggregate unrecognized stock-based compensation related to unvested service-based RSUs that is expected to be recognized over the next 2.8 years.

Performance-based Restricted Stock Units

The Company granted PSUs on February 28, 2025 to its employees, and subsequently to new hires, pursuant to the 2025 LTIP.

The PSUs vest based on the achievement of certain performance-based conditions and a market-based

condition, and are further subject to a service condition.

The PSUs vest based on the achievement of certain performance-based conditions and a market-based condition, based on the Russell 2000 Index, and are further subject to a service condition.

The service periods for these PSUs range from approximately two to four years and will vest as a percentage of the target number of shares between 0 % and 249 %, based on the individual level of achievement of each of the performance-based conditions and the market-based condition.

A summary of the Company’s PSU activity for the three months ended March 31, 2025, is as follows:

A summary of the Company’s PSU activity for the six months ended June 30, 2025, is as follows:

Number of PSUs Weighted Average Grant Date Fair Value (1)

3 unchanged sentences

Forfeited ( 39,948 ) 41.79

Nonvested at March 31, 2025

Vested ( 375,176 ) 49.09

Nonvested at June 30, 2025 (2)

5,680,363 $ 26.88

As of March 31, 2025, there was approximately $ 133.9 million of aggregate unrecognized stock-based compensation related to unvested PSUs that is expected to be recognized over the next 3.0 years.

(1) Weighted average grant date fair value reflects the incremental impact of the Company’s modified 2024 LTIP awards, which resulted in a 200 % achievement of the target level as of the December 2024 modification date.

(2) Includes 1,855,312 awards that achieved an actual payout of 200 % of the target level.

As of June 30, 2025, there was approximately $ 133.2 million of aggregate unrecognized stock-based compensation related to unvested PSUs that is expected to be recognized over the next 2.4 years.

Common Stock Warrants

As of March 31, 2025, the Company’s issued and outstanding common stock warrants had no change from December 31, 2024.

As of June 30, 2025, the Company’s issued and outstanding common stock warrants had no change from December 31, 2024.

The Company continues to have 324,375 outstanding warrants, at a weighted average exercise price of $ 25.00 , that are expected to expire in approximately 0.5 years.

1 unchanged sentence

The following table presents a summary of the Company’s stock-based compensation expense, by award type:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Performance-based restricted stock units

$ 35,210 $ 5,169 $ 59,533 $ 5,169

Restricted stock units

1 unchanged sentence

Total stock-based compensation expense $ 54,656 $ 28,332 $ 103,771 $ 80,245

For the three months ended March 31, 2025, stock-based compensation expense was recorded in “General and administrative,” “Operating and maintenance costs” and “Research and development” for $ 48.9 million, $ 0.1 million and $ 0.1 million, respectively, on the Condensed Consolidated Statements of Operations.

For the three months ended March 31, 2024, stock-based compensation expense was recorded to “General and administrative” on the Condensed Consolidated Statements of Operations.

The following table presents information about stock-based compensation expense by financial statement line item on the Company’s Condensed Consolidated Statements of Operations:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Operating and maintenance costs $ 698 $ — $ 789 $ —

General and administrative 52,867 28,332 101,787 80,245

Research and development 1,091 — 1,195 —

Total stock-based compensation expense $ 54,656 $ 28,332 $ 103,771 $ 80,245

NOTE 13 – DEBT

The net carrying value of the Company’s outstanding debt as of March 31, 2025 and December 31, 2024, consisted of the following:

(in thousands) March 31, 2025 December 31, 2024

The net carrying value of the Company’s outstanding debt as of June 30, 2025 and December 31, 2024, consisted of the following:

(in thousands) June 30, 2025 December 31, 2024

December 2026 Notes $ 66,989 $ 66,811

6 unchanged sentences

Total long-term debt $ 2,250,546 $ 2,446,578

As of June 30, 2025, the Company had $ 350.0 million outstanding under its Line of Credit, with periodic maturities due within the next twelve months.

The Company has historically accessed capital markets, refinanced existing debt and issued new debt, however, such financing may not always be available.

The Company believes it has sufficient liquid resources, including the fair value of the Company’s bitcoin holdings of $ 5.3 billion, to meet its current obligations.

In July 2025, the Company issued $ 950.0 million aggregate principal amount of 0.00 % Convertible Senior Notes due 2032.

Refer to Note 18 – Subsequent Events for further information.

Convertible Senior Notes

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The Company accounts for these issuance costs as a reduction to the principal amount and amortizes the issuance costs to interest expense from the respective debt issuance date through the Maturity Date, on the Condensed Consolidated Statements of Operations.

The Company may, from time to time, seek to repurchase additional notes prior to the maturity date, whether through privately negotiated purchases, open market purchases, or otherwise.

Line of Credit

1 unchanged sentence

The Original Line of Credit, as amended in February 2025, bears interest at a rate of 10.5 % per annum, with maturity dates beginning in 2026.

The Original Line of Credit automatically renews annually unless otherwise terminated by the Company.

The Company drew $ 200.0 million from the Original Line of Credit in October 2024 and concurrently transferred bitcoin to the counterparties as collateral at a fair value, at the time of transfer, of $ 284.8 million.

2 unchanged sentences

The Company drew $ 150.0 million from the New Line of Credit in March 2025 and concurrently transferred bitcoin to the counterparty as collateral for a fair value, at the time of transfer, of $ 269.5 million.

As of March 31, 2025, the aggregate outstanding balance on the Line of Credit was $ 350.0 million, and 6,892 bitcoin remained collateralized.

As of June 30, 2025, the aggregate outstanding balance on the Line of Credit was $ 350.0 million, and 5,669 bitcoin remained collateralized.

The Line of Credit includes provisions requiring the collateral to be balanced against the outstanding borrowings.

1 unchanged sentence

NOTE 14 – LEASES

As of March 31, 2025, the Company had operating and finance leases primarily for office space, mining facilities and land in the United States.

As of June 30, 2025, the Company had operating and finance leases primarily for office space, mining facilities and land in the United States.

The Company is party to an arrangement for the use of energized cryptocurrency mining facilities under which the Company pays for electricity per megawatt based on usage.

The Company has determined that it has embedded operating leases at two of the facilities governed by this arrangement that commenced in January and March 2023, and has elected not to separate lease and non-lease components.

The Company has determined that it has embedded operating leases at two of the facilities governed by this arrangement and has elected not to separate lease and non-lease components.

Payment for these two operating leases is entirely variable and based on usage of electricity and expensed as incurred.

The Company has amortized the ROU assets totaling $ 0.4 million and $ 0.3 million for the three months ended March 31, 2025 and 2024, respectively.

The following table presents the assets and liabilities related to the Company’s operating and finance leases as of March 31, 2025 and December 31, 2024:

The following table presents the assets and liabilities related to the Company’s operating and finance leases as of June 30, 2025 and December 31, 2024:

(in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Balance Sheet Classification

16 unchanged sentences

The Company’s total lease expenses are comprised of the following:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Amortization of ROU asset (1)

Interest on lease liabilities 280 — 280 —

Short-term lease rent expense 127 21 272 37

3 unchanged sentences

Additional information regarding the Company’s leasing activities is as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Operating cash flows from operating leases $ 1,435 $ 840

Operating cash flows from finance lease 280 —

Financing cash flows from finance lease $ 168 $ 163

Weighted-average remaining lease term (in years):

4 unchanged sentences

Finance lease 7.2 % 7.2 %

The following table presents the Company’s future minimum lease payments as of March 31, 2025:

The following table presents the Company’s future minimum lease payments as of June 30, 2025:

(in thousands)

12 unchanged sentences

Miners and Other Mining Equipment

The Company entered into purchase agreements to purchase miners and other mining equipment for a total purchase price of $ 485.7 million.

The remaining commitment of $ 23.5 million is due in periodic installments throughout 2025.

As of June 30, 2025, the Company has paid approximately $ 144.7 million in deposits and payments toward the purchase of miners and other mining equipment pursuant to new and existing purchasing agreements.

The remaining commitment of approximately $ 51.4 million is due in periodic installments throughout 2025.

The Company contracts with service providers for hosting our equipment and operational support in data centers where our equipment is deployed.

2 unchanged sentences

In connection with certain acquisitions, the Company may be required to make additional payments to the sellers that are contingent upon the occurrence of future events.

The estimated total contingent consideration as of March

The estimated total contingent consideration as of June 30,

2025 was approximately $ 15.3 million related to the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm.

Refer to Note 3 – Acquisitions, for further information.

The following table presents the change in the estimated fair value of the Company’s contingent consideration liabilities:

The following table presents changes in the estimated fair value of the Company’s contingent consideration liabilities:

(in thousands)

2 unchanged sentences

Change in fair value of contingent consideration ( 2,828 )

Balance at March 31, 2025

Balance at June 30, 2025

For the three months ended June 30, 2025, the Company recorded $ 0.1 million as the change in the estimated fair value of contingent consideration, recorded to “Other” on the Condensed Consolidated Statements of Operations.

Contingencies

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In accordance with ASC 450 - Contingencies , if a loss contingency associated with the following legal matters are probable to be incurred and the amount of loss can be reasonably estimated, an accrual is recorded on the Condensed Consolidated Balance Sheets.

As of March 31, 2025, the Company has determined that the liabilities associated with certain litigation matters are not expected to have a material impact on the Company’s Financial Statements.

As of June 30, 2025, the Company has determined that the liabilities associated with certain litigation matters are not expected to have a material impact on the Company’s Financial Statements.

The Company will continue to monitor each related legal issue and adjust accruals as new information and developments occur.

8 unchanged sentences

On April 2, 2025, lead plaintiffs filed a second amended class action complaint.

The Company’s motion to dismiss the second amended complaint is currently due to be filed on June 2, 2025.

The Company filed a motion to dismiss the second amended complaint on June 2, 2025.

Derivative Complaints

On June 22, 2023, a shareholder derivative complaint was filed in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida, against current members of the Company’s Board and senior management, alleging claims for breach of fiduciary duty and unjust enrichment based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

On July 8, 2023, a second shareholder derivative complaint was filed in the United States District Court for the District of Nevada, against current and former members of the Company’s Board and senior management, alleging claims under Sections 14(a), 10(b), and 21D of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

enrichment, and waste of corporate assets, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

On July 12, 2023, a third shareholder derivative complaint was filed in the United States District Court for the District of Nevada, against current and former members of the Company’s Board and senior management, alleging claims under Section 14(a) of the Exchange Act and for breach of fiduciary duty, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

9 unchanged sentences

On March 21, 2025, plaintiffs filed a second amended consolidated complaint.

The Company’s motion to dismiss the second amended consolidated complaint is currently due to be filed on May 20, 2025.

The Company filed a motion to dismiss the second amended consolidated complaint on May 20, 2025.

Information Subpoena

10 unchanged sentences

The Company subsequently filed a motion for summary judgment with respect to each of the causes of action.

As a result of the Court’s summary judgment ruling and Ho’s voluntary dismissal of certain claims, the only remaining cause of action at the time of verdict was breach of written contract.

As a result of the Court’s summary judgment ruling and Ho’s

voluntary dismissal of certain claims, the only remaining cause of action at the time of verdict was breach of written contract.

On July 8, 2024, the Court commenced a jury trial with respect to the sole remaining claim.

8 unchanged sentences

The Company intends to continue to defend its positions vigorously and assert its various legal arguments to challenge both the verdict and the amount of the award.

Malikie Innovations Ltd.

On May 12, 2025, Malikie Innovations Ltd., a non-practicing entity, filed a lawsuit against the Company in the Western District of Texas, alleging that the Company’s bitcoin mining operations infringe certain patents related to cryptographic technologies used in the Bitcoin network.

The Company filed a motion to dismiss one of the asserted patents on July 21, 2025, and intends to vigorously defend against the claims.

NOTE 16 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2025, the Company converted $ 1.2 million from its previously outstanding Auradine SAFE investment into preferred stock and purchased additional shares of Auradine preferred stock for a purchase price of $ 20.0 million.

As of March 31, 2025, the Company’s total investment holdings in Auradine was $ 85.4 million, reflecting prior purchases of preferred stock, the exercise of a warrant to acquire common stock and adjustments to the carrying value of the investment in accordance with ASC 321.

In addition, during the three months ended March 31, 2025, the Company advanced $ 22.3 million to Auradine for future purchases.

As of March 31, 2025 total advances to Auradine, net of property and equipment placed into service, was $ 57.2 million.

During the six months ended June 30, 2025, the Company converted $ 1.2 million from its previously outstanding Auradine SAFE investment into preferred stock and purchased additional shares of Auradine preferred stock for a purchase price of $ 20.0 million.

As of June 30, 2025, the Company’s total investment holdings in Auradine was $ 85.4 million, reflecting prior purchases of preferred stock, the exercise of a warrant to acquire common stock and adjustments to the carrying value of the investment in accordance with ASC 321.

The Company holds one seat on Auradine’s board of directors.

During the six months ended June 30, 2025, the Company advanced $ 73.3 million to Auradine for product purchases, all of which were fulfilled by the end of the period, with no outstanding balance remaining.

As of June 30, 2025, the Company had an outstanding commitment to Auradine to purchase $ 51.4 million of additional products to be paid in periodic installments throughout 2025.

During the six months ended June 30, 2024, the Company made advances of $ 29.1 million, for future purchases resulting in a total advances to Auradine of $ 43.6 million as of June 30, 2024.

NOTE 17 – SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following table provides supplemental disclosure of Condensed Consolidated Statements of Cash Flows information:

Three Months Ended March 31,

Six Months Ended June 30,

Cash and cash equivalents

1 unchanged sentence

Restricted cash

12,000 12,000

Total cash, cash equivalents and restricted cash

3 unchanged sentences

Cash paid for income taxes

$ 2,052 $ 1,256

Cash paid for interest

Supplemental schedule of non-cash investing and financing activities:

Digital assets transferred to digital assets - receivable, net

Digital assets transferred from Digital assets, net of current portion

$ 598,267 $ —

Digital assets transferred to Digital assets, net of current portion

Right-of-use asset obtained in exchange for new operating lease liabilities

Reclassifications from advances to vendor to property and equipment upon receipt of equipment 223,430 175,442

1 unchanged sentence

Reclassifications from deposits to property and equipment

Reclassifications from investments to property and equipment

Reclassifications from long-term prepaid to intangible assets — 2,633

Contingent consideration from acquisition

1 unchanged sentence

Dividends received from equity method investment

14,049 18,912

Distribution to noncontrolling interest

NOTE 18 – SUBSEQUENT EVENTS

Subsequent to March 31, 2025, the Company issued an aggregate 5,220,713 shares of common stock under the 2025 ATM.

On July 25, 2025, the Company issued $ 950.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2032 (the “August 2032 Notes”).

The August 2032 Notes do not bear regular interest and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased in accordance with their terms.

The Company used a portion of the net proceeds from the sale of the August 2032 Notes to repurchase approximately $ 19.4 million in aggregate principal amount of outstanding December 2026 Notes, resulting in a gain on extinguishment of debt, and approximately $ 36.9 million to pay the cost of capped call transactions entered into with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions.

Subsequent to June 30, 2025, the Company issued an aggregate 7,944,692 shares of common stock under the 2025 ATM.

As a result, the Company had approximately $ 1.6 billion aggregate offering price remaining under the 2025 ATM.

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 1. Financial Statements