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Item 1. Financial Statements

2025-11-04 compared with 2025-07-29 · 318 added, 230 removed, 859 unchanged (39% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, December 31,

September 30, December 31,

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

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

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

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

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

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

378,601,057 shares and 340,258,453 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,786,522 4,155,386

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

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

Revenues $ 252,410 $ 131,647 $ 704,779 $ 441,984

Costs and operating expenses (income)

Costs and operating expenses

Purchased energy costs 43,080 26,988 128,291 59,189

Operating and maintenance costs 26,310 9,365 68,466 40,774

Third-party hosting and other energy costs

75,664 63,694 212,876 187,280

Operating and maintenance costs 22,362 15,595 42,156 31,409

General and administrative 85,296 58,744 264,109 181,142

3 unchanged sentences

Impairment of assets

26,253 — 26,253 —

Taxes other than on income 2,354 1,957 7,886 6,022

1 unchanged sentence

Research and development 8,716 2,813 26,560 9,124

Total costs and operating expenses (income)

Restructuring costs 20,905 — 20,905 —

Total costs and operating expenses

204,819 303,870 518,474 476,900

1 unchanged sentence

47,591 ( 172,223 ) 186,305 ( 34,916 )

Other income (loss)

Change in fair value of digital assets - receivable, net

4 unchanged sentences

Other 1,144 ( 1,146 ) ( 1,891 ) 1,891

Total other income

Total other income (loss)

113,221 ( 1,727 ) 338,601 4,874

5 unchanged sentences

$ 123,134 $ ( 124,789 ) $ 397,896 $ 12,725

net loss attributable to noncontrolling interest

net (income) loss attributable to noncontrolling interest

( 6 ) — 268 —

Net income (loss) attributable to common stockholders

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended June 30, 2025

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

Total Stockholders’ Equity Noncontrolling Interest

For the Three Months Ended September 30, 2025

Common Stock Additional Paid-in Capital Accumulated Earnings 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

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

Stock-based compensation, net of tax withholding 1,849,707 — 38,466 — 38,466 — 38,466

2 unchanged sentences

Contribution from noncontrolling interest — — — — — 12,111 12,111

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

Purchases of capped call — — ( 39,770 ) — ( 39,770 ) — ( 39,770 )

Net income — — — 123,128 123,128 6 123,134

Balance at September 30, 2025 378,601,057 $ 37 $ 4,786,522 $ 371,777 $ 5,158,336 $ 16,676 $ 5,175,012

For the Nine Months Ended September 30, 2025

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

5 unchanged sentences

Repurchase of shares in settlement of restricted stock ( 2,745,282 ) — ( 43,221 ) — ( 43,221 ) — ( 43,221 )

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

Contribution from noncontrolling interest — — — — — 10,035 10,035

Purchases of capped call — — ( 39,770 ) — ( 39,770 ) — ( 39,770 )

Net income (loss) — — — 398,164 398,164 ( 268 ) 397,896

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

Balance at September 30, 2025 378,601,057 $ 37 $ 4,786,522 $ 371,777 $ 5,158,336 $ 16,676 $ 5,175,012

See accompanying notes to the Condensed Consolidated Financial Statements

For the Three Months Ended June 30, 2024

For the Three Months Ended September 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

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

Stock-based compensation, net of tax withholding 859,452 — 22,818 — 22,818 — 22,818

2 unchanged sentences

Net loss — — — ( 124,789 ) ( 124,789 ) — ( 124,789 )

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

Balance at September 30, 2024 304,912,746 $ 30 $ 3,410,478 $ ( 554,915 ) $ 2,855,593 $ — $ 2,855,593

For the Nine Months Ended September 30, 2024

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

5 unchanged sentences

Net income — — — 12,725 12,725 — 12,725

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

Balance at September 30, 2024 304,912,746 $ 30 $ 3,410,478 $ ( 554,915 ) $ 2,855,593 $ — $ 2,855,593

See accompanying notes to the Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

3 unchanged sentences

Depreciation and amortization 486,950 289,597

Deferred tax expense

Deferred tax expense (benefit)

127,257 ( 43,932 )

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

16 unchanged sentences

( 36,369 ) ( 275,839 )

Loan receivable — ( 178 )

Purchase of property and equipment ( 242,599 ) ( 64,303 )

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Proceeds from issuance of common stock, net of issuance costs 571,893 1,155,004

Proceeds from issuance of Convertible Notes, net of issuance costs

1,014,808 291,595

Repurchase of shares in settlement of restricted stock ( 43,221 ) ( 28,965 )

2 unchanged sentences

( 168 ) ( 163 )

Repayment of Convertible Notes

Purchased capped calls ( 39,770 ) —

Cash paid for shares withheld for taxes

1 unchanged sentence

1,635,263 1,414,794

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

434,621 ( 181,057 )

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(together with its subsidiaries, the “Company” or “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.

The Company also offers advanced technology solutions to optimize data center operations, including next-generation liquid immersion cooling systems.

The Company is primarily focused on computing for, acquiring, and holding bitcoin as a long-term investment.

The Company is focused on two key priorities:

strategically growing by shifting its model toward low-cost energy with more efficient capital deployment and working to develop and deploy a full suite of solutions for data centers and edge inference, including energy management and load balancing.

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

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Specifically, the Company disaggregated cost of revenue and certain operating expenses into the following new line items:

“Purchased energy costs,” “Third-party hosting and other energy costs” and “Operating and maintenance costs.” In addition, cost of depreciation and amortization and amortization of intangibles have been aggregated into a single line item titled “Depreciation and amortization.” The Company also began separately

“Purchased energy costs,” “Operating and maintenance costs,” and “Third-party hosting and other energy costs.” In addition, cost of depreciation and amortization and amortization of intangibles have been aggregated into a single line item titled “Depreciation and amortization.” The Company also began separately

presenting expenses related to “Taxes other than on income,” which were previously included within general and administrative expenses.

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Additionally, the Company’s CODM regularly reviews the Company’s expenses on a consolidated basis.

The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between operating costs, general and administrative and research and development expenses.

Cash and Cash Equivalents

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

As of September 30, 2025, substantially all of the Company’s cash and cash equivalents were FDIC insured or government backed.

Restricted Cash

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

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

Digital Assets

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 primarily holds bitcoin for long-term investment purposes 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.

During the third quarter of 2025, the Company revised its bitcoin investment strategy and may opt to sell a portion of the bitcoin produced from its mining operations to fund operational costs, while continuing to hold the majority of its bitcoin for long-term investment purposes.

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 the majority of its bitcoin for long-term investment purposes.

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.

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 primarily retain 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.

Following the adoption of Accounting Standards Update (“ASU”) 2023-08, Accounting for and Disclosure of Crypto Assets , effective January 1, 2023, the Company measures digital assets at fair value with changes recognized on the Condensed Consolidated Statements of Operations, in accordance with ASC 350-60 - Intangibles - Goodwill and Other - Crypto Assets (“ASC 350-60”).

Following the adoption of Accounting Standards Update (“ASU”) 2023-08, Accounting for and Disclosure of Crypto Assets , effective January 1, 2023, the Company measures digital assets at

fair value with changes recognized on the Condensed Consolidated Statements of Operations, in accordance with ASC 350-60, Intangibles – Goodwill and Other – Crypto Assets (“ASC 350-60”).

The Company tracks its cost basis of digital assets in accordance with the first-in-first-out method of accounting.

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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.

Additionally, the Company established a separately managed account (the “SMA”) with an external full-service investment 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.

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

The allowance for credit losses on digital assets receivables under the current expected credit loss (“CECL”) model is determined by utilizing the profitability of default (“PD”) loss given default (“LGD”) approach.

The allowance for credit losses on digital assets receivables under the current expected credit loss (“CECL”) model is determined by utilizing the probability of default (“PD”) loss given default (“LGD”) approach.

In order to apply the PD LGD approach, management considers the remaining expected life of the loans and forecasts of future economic conditions.

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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.

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 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 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.

The Company classifies derivative assets or liabilities on the Condensed Consolidated Balance Sheets as current or non-current based on whether settlement of the instrument could be required within 12 months of the balance sheet date and for derivatives with multiple settlements, based on the term of the contract.

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

The Company does not elect to designate derivative instruments as hedges for accounting purposes.

As such, derivative instruments are recorded at fair value each reporting period as “Derivative instruments” on the Condensed Consolidated Balance Sheets, with subsequent changes in fair value and settlements recognized in “Changes in fair value of derivative instrument” on the Condensed Consolidated Statements of Operations.

The Company classifies derivative assets or liabilities as current or non-current based on whether settlement of the instrument could be required within 12 months of the balance sheet date, and for derivatives with multiple settlements, based on the term of the contract.

Bitcoin Derivatives

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

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.

During the three and nine months ended September 30, 2025, the Company recorded a $ 3.2 million and

$ 10.2 million loss, respectively, on derivatives as a non-operating expense on the Condensed Consolidated Statements of Operations, settled through bitcoin.

Energy Derivatives

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

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

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.

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.

In April 2025, the Company amended the commodity swap contract, which lowered the fixed price for electricity and resulted in an $ 8.2 million adjustment recorded in “Change in fair value of derivative instrument” on the Condensed Consolidated Statements of Operations.

As of September 30, 2025, the estimated fair value of the Company’s derivative asset instrument was $ 51.7 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 changes in fair value of the derivative asset instrument:

The following table presents changes in fair value of the derivative instrument for the nine months ended September 30, 2025 and 2024:

(in thousands)

1 unchanged sentence

Change in fair value of derivative instrument

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.

Balance at September 30, 2025

(in thousands)

Balance at December 31, 2023

Commodity swap contract 10,989

Change in fair value of derivative instrument

Balance at September 30, 2024

For the three months ended September 30, 2025, the Company recorded a loss of $ 4.4 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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Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination.

Goodwill is not subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events or changes in circumstances indicate that 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 - Intangibles - Goodwill and Other .

The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

As provided for by ASU 2017-04, Simplifying the Test for Goodwill Impairment , the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill.

If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired.

An impairment loss is recognized for any excess of the carrying amount of the reporting unit over its fair value up to the amount of goodwill allocated to the reporting unit.

Goodwill is not subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events or changes in circumstances indicate that it is more likely than not that the carrying value may not be recoverable in accordance with ASC 350 , Intangibles – Goodwill and Other .

The Company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in which case a quantitative impairment test is performed.

The Company performs the quantitative goodwill impairment test by comparing the fair value of the reporting unit with its carry amount, including goodwill.

If the carrying amount exceeds the fair value, goodwill is impaired and an impairment loss up to the amount of goodwill allocated to the reporting unit is recognized.

Income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit are considered when measuring the goodwill impairment loss, if applicable.

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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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The initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (up to one year from the acquisition date).

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net assets acquired.

Goodwill as of the acquisition date is measured as the excess of the purchase price over the fair value of the net assets acquired.

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

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

As of September 30, 2025, the Company has third party hosting agreements extending through 2028.

Refer to Note 16 – Commitments and Contingencies, for further information.

Stock-based Compensation

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At each reporting date, the Company reassesses the level of expected achievement of performance-based measures and records any resulting cumulative adjustment in the period of reassessment.

The Company accounts for forfeitures as they occur, rather than estimated expected forfeitures at the grant date, resulting in a true-up of expense to reflect actual vesting outcomes.

The Company accounts for forfeitures as they occur, rather than estimated expected

forfeitures at the grant date, resulting in a true-up of expense to reflect actual vesting outcomes.

Refer to Note 13 – Stock-based Compensation, for further information.

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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 $ 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.

Research and development costs were $ 8.7 million and $ 2.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 26.6 million and $ 9.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Restructuring Costs

Restructuring costs reflect expenses resulting from restructuring initiatives the Company undertakes to improve operational efficiency and align resources with its strategic objectives.

Restructuring costs primarily include asset write-off charges, contract termination costs, costs to vacate facilities, and other direct expenses associated with approved restructuring plans.

Costs are recognized when the Company’s management approves a restructuring plan and the related amounts are both probable and estimable.

During the third quarter of 2025, the Company’s management committed to and initiated a restructuring plan to reorganize its technology operations, transitioning from a centralized technology unit to a model that embeds technological expertise and capabilities across the business.

As part of this strategic shift, the Company decided to exit its two-phase immersion cooling (“2PIC”) product line and reallocate resources to other strategic opportunities.

Restructuring costs incurred during the three and nine months ended September 30, 2025, primarily consisted of asset write-off charges, contract termination costs and facility exit costs of $ 20.9 million, recorded on the Condensed Consolidated Statements of Operations.

The majority of the actions of the restructuring plan were completed as of September 30, 2025.

Effective Tax Rate

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.

Our effective tax rate from continuing operations was 23.43 % and 28.26 % for the three months ended September 30, 2025 and 2024, respectively, and 24.18 % and 142.36 % for the nine months ended September 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 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.

The variance in effective tax rates between the current and prior year periods is primarily attributable to a valuation allowance that was in place during the prior year.

The valuation allowance was established to offset deferred tax assets that were not expected to be realized at that time.

During the nine months ended September 30, 2025, the Company concluded, based upon all available evidence, that it was more likely than not that it would realize federal and state deferred tax assets.

This assessment was primarily supported by the reversal of existing deferred tax liabilities and the Company’s continued generation of taxable income, including its cumulative income position over the past three years.

Accordingly, no valuation allowance has been recorded against the Company’s federal and state deferred tax assets as of September 30, 2025.

Income Tax in Interim Periods

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The 2021-2024 tax years generally remain subject to examination by the Internal Revenue Service and various state taxing authorities, although the Company is not currently under examination in any jurisdiction.

The Company does not currently expect any of its remaining unrecognized tax benefits to be recognized in the next twelve months.

The Company does not currently expect any of its remaining unrecognized tax benefits to be recognized in the next 12 months.

Recent Accounting Pronouncements

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

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):

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 September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal Use Software.

ASU 2025-06 eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs.

The new standard is effective for the Company for its annual and interim periods beginning January 1, 2028, and permits prospective, modified prospective, retrospective or early adoption.

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

ASU 2025-05 provides an optional practical expedient when applying the guidance related to the estimate of expected credit losses for current accounts receivables and current contract assets resulting from transactions arising from contracts with customers.

The new standard is effective for the Company for its annual periods beginning January 1, 2026, with early adoption permitted.

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

In May 2025, the 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.

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ASU 2025-02 amends the Accounting Standard Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121, as rescinded by SAB 122.

The new standard is effective immediately and is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements.

The new standard became effective immediately and did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

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Improvements to Income Tax Disclosures.

ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign.

income tax expense (benefit) disaggregated between federal, state, and foreign.

The new standard is effective for the Company for its annual periods beginning January 1, 2025, with early adoption permitted.

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NOTE 3 – ACQUISITIONS

The Wind Farm ( Hansford County, Texas )

On February 14, 2025, the Company acquired a wind farm located in Hansford County, Texas with 240 megawatts of interconnection capacity, with 114 megawatts of nameplate wind capacity from Great Plains Wind Park Holdings, LLC (the “Wind Farm”) for a total consideration of $ 49.2 million, including transaction costs and contingent consideration.

Wind Farm ( Hansford County, Texas )

On February 14, 2025, the Company acquired a wind farm located in Hansford County, Texas with 240 megawatts of interconnection capacity and 114 megawatts of nameplate wind capacity from Great Plains Wind Park Holdings, LLC (the “Wind Farm”) for total consideration of $ 49.2 million, including transaction costs and contingent consideration.

The primary assets acquired were property and equipment of $ 48.2 million and $ 1.0 million related to working capital.

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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

The Company acquired two operational Bitcoin mining sites located in Granbury, Texas and Kearney, Nebraska (the “GC Data Center Acquisition”) on January 12, 2024 and an additional operational Bitcoin mining site located in Garden City, Texas (the “Garden City Acquisition”) on April 1, 2024.

The following unaudited pro forma financial information reflects the GC Data Center Acquisition and Garden City 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 September 30, Nine Months Ended September 30,

(in thousands, except per share data)

Revenue $ 131,647 $ 445,077

Income before income taxes

( 233,247 ) 151,610

Loss before income taxes ( 173,950 ) ( 21,933 )

Earnings per common share:

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Application of the Five-Step Model to the Company’s Mining and Hosting Operations

The Company’s ongoing major or central operation is to provide bitcoin transaction verification services to the transaction requestor, in addition to the Bitcoin network through a Company-operated mining pool as the operator (“Operator”) (such activity, “mining”) and to provide a service of performing hash calculations to third-party pool operators alongside collectives of third-party bitcoin miners (such collectives, “mining pools”) as a participant (“Participant”).

The Company’s ongoing major or central operation is to provide bitcoin transaction verification services to the transaction requester, in addition to the Bitcoin network through a Company-operated mining pool as the operator (“Operator”) (such activity, “mining”) and to provide a service of performing hash calculations to third-party pool

operators alongside collectives of third-party bitcoin miners (such collectives, “mining pools”) as a participant (“Participant”).

In 2024, the Company acquired multiple operational Bitcoin mining sites for the purpose of improving efficiencies and the scale of the Company’s mining 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

Mining Operator

As Operator, the Company provides transaction verification services to the transaction requestor, in addition to the Bitcoin network.

As Operator, the Company provides transaction verification services to the transaction requester, in addition to the Bitcoin network.

Transaction verification services are an output of the Company’s ordinary activities;

therefore, the Company views the transaction requestor as a customer and recognizes the transaction fees as revenue from contracts with customers under ASC 606.

therefore, the Company views the transaction requester as a customer and recognizes the transaction fees as revenue from contracts with customers under ASC 606.

The Bitcoin network is not an entity such that it may not meet the definition of a customer;

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• For each individual contract, the parties’ rights, the transaction price, and the payment terms are fixed and known as of the inception of each individual contract.

• The transaction requestor and the Bitcoin network each have a unilateral enforceable right to terminate their respective contracts at any time without penalty.

• The transaction requester and the Bitcoin network each have a unilateral enforceable right to terminate their respective contracts at any time without penalty.

• For each of these respective contracts, contract inception and completion occur simultaneously upon block validation;

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

FPPS Mining Pools

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

The Company primarily participated in mining pools that use the FPPS payout method for the nine months ended September 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 daily hash calculations that the Company provided to the pool operator as a percent of the Bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin network block rewards expected to be generated for the same daily period.

• 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:

• The non-cash consideration in the form of transaction fees paid by transaction requesters 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.

• 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.

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

The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance with the pool operator’s payout formula during the same 24-hour period beginning midnight UTC daily.

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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 June 30, 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 September 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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Hosting services customers are generally invoiced in advance of the month in which the Company satisfies its performance obligation, and deferred revenue is recorded for any upfront payments received in advance of the Company’s performance.

The monthly transaction price is generally variable based on the amount of megawatt hours (“MWh”) consumed by the customers equipment and when other monthly contracted services are performed.

The monthly transaction price is generally variable based on the amount of megawatt hours (“MWh”) consumed by the customer’s equipment and when other monthly contracted services are performed.

At the end of each month, the customer is billed for the actual amount owed for services performed.

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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

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

As of September 30, 2025

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

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Other digital assets

Total digital assets held as of June 30, 2025

Total digital assets held as of September 30, 2025

$ 4,645,104 $ 6,032,190

8 unchanged sentences

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

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

(1) The Company’s bitcoin - receivable holdings include bitcoin loaned, actively managed or pledged as collateral, excluding the allowance for credit loss.

Refer to Note 5 – Digital Assets, Digital assets - receivable, net, and Note 14 – 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.

The Company earned 11 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 September 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.

Throughout 2024 , the Company entered into master securities loan agreements with various counterparties that represent digital asset loan receivables to generate returns from a portion of its bitcoin holdings.

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.

During the nine months ended September 30, 2025, an additional 3,000 bitcoin were loaned out to the counterparties, increasing the total bitcoin loaned under these agreements to 10,377 .

On May 6, 2025, the Company entered into an SMA agreement with Two Prime LLC, an external full-service investment advisor, and transferred approximately 2,000 bitcoin to be actively managed under the arrangement.

As of September 30, 2025 the SMA incurred a net loss of approximately 97 bitcoin, or $ 10.5 million, resulting in a total of 1,903 bitcoin held and actively managed within the SMA.

As of September 30, 2025 and December 31, 2024, the Company had a total of 5,077 and 2,997 bitcoin pledged as collateral, respectively, in connection with outstanding borrowings under the Line of Credit.

Refer to Note 14 – Debt, for further information.

1 unchanged sentence

(in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Digital asset receivable - lending

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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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Our financial assets are aggregated by exposure term and assigned risk ratings.

The Company considers credit ratings and several factors including the collateral and/or security of the digital asset receivable and are aligned with the ratings used by major credit ratings agencies.

The Company considers credit ratings and various other factors, including the collateral and/or security of the digital asset receivable.

The Company’s considerations are aligned with current ratings used by major credit ratings agencies.

Given the limited historical data related to digital asset receivables and incurred losses related to digital asset receivables, the Company chose to rely on external data to perform the calculation of expected credit losses.

The Company utilized the profitability of default (“PD”) and loss given default (“LGD”) approach to estimate the allowance for credit loss.

The Company utilized the PD LGD approach to estimate the allowance for credit loss.

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

As of September 30, 2025, the Company recorded a corresponding allowance for credit loss of $ 6.1 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.

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The Company contracts with Bitcoin mining equipment manufacturers to procure equipment necessary for the operation of its Bitcoin mining operations.

These agreements typically require a certain percentage of the value of the total order to be paid in advance at specific intervals, usually within several days of execution of a contract and periodically thereafter with final payments due prior to each shipment date.

These agreements typically require the Company to make advance payments to mining equipment vendors, representing a portion of the total order value, payable at specified intervals.

Payments are generally due several days after executing a contract and periodically thereafter with final payments due prior to shipment.

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

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.

These contracts typically require advance payments to service providers in conjunction with the contractual obligations associated with these services.

Additionally, when applicable, funds related to a surety bond are included.

As of September 30, 2025 and December 31, 2024, such advances to mining equipment vendors totaled approximately $ 107.4 million and $ 121.3 million, respectively.

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

These contracts typically require prepayments to service providers in conjunction with the related contractual obligations.

When applicable, funds associated with surety bonds are included in these balances.

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

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

As of September 30, 2025 and December 31, 2024, such deposits totaled approximately $ 235.8 million and $ 259.4 million, respectively.

NOTE 7 – PROPERTY AND EQUIPMENT

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

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

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

— $ 3,510 $ 3,510

6 unchanged sentences

260,462 124,900

Software and hardware 2 3,316 3,316

Asset retirement obligation 8 - 15

6 unchanged sentences

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

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

As of September 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 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.

The Company’s accretion expense related to the asset retirement obligation for the three months ended September 30, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively, and $ 0.9 million and $ 0.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s depreciation expense related to property and equipment for the three months ended September 30, 2025 and 2024 was $ 163.6 million and $ 101.1 million, respectively, and $ 477.3 million and $ 266.9 million for the nine months ended September 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.

As of September 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 June 30, 2025 and December 31, 2024 are:

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

(in thousands)

June 30, 2025 December 31, 2024

September 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 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.

The Company’s share of net loss for the three and nine months ended September 30, 2025 was $ 1.7 million and $ 2.6 million, respectively, including approximately $ 3.2 million and $ 9.5 million of depreciation and amortization, respectively.

For the three and nine months ended September 30, 2024, the Company’s share of net loss was $ 2.1 million and $ 0.8 million, respectively, including approximately $ 3.1 million and $ 9.2 million of depreciation and amortization, respectively.

As of September 30, 2025, the Company’s investment in the ADGM Entity was $ 46.2 million and is reflected in “Investments” on the Condensed Consolidated Balance Sheets.

Other Investments

1 unchanged sentence

Investments in Equity Securities

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

As of September 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 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.

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

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

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

As of September 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.

NOTE 9 – INTANGIBLE ASSETS, NET

The following table presents the Company’s finite-lived intangible assets as of September 30, 2025 and December 31, 2024, respectively:

As of September 30, 2025

(in thousands) Cost Accumulated Amortization

Customer relationships $ 1,000 $ ( 229 ) $ — $ 771

Intellectual property

2,633 ( 1,536 ) ( 1,097 ) —

Total intangible assets $ 3,633 $ ( 1,765 ) $ ( 1,097 ) $ 771

As of December 31, 2024

(in thousands) Cost Accumulated Amortization

Customer relationships $ 23,000 $ ( 22,041 ) $ 959

Intellectual property

2,633 ( 878 ) 1,755

Total intangible assets $ 25,633 $ ( 22,919 ) $ 2,714

The Company’s amortization expense related to intangible assets for the nine months ended September 30, 2025 and 2024 was $ 0.8 million and $ 22.7 million, respectively.

During the three months ended September 30, 2025, in connection with the restructuring activities, the Company fully eliminated $ 1.1 million of internal intellectual property associated with its technology operations.

Refer to Note 2 – Summary of Significant Accounting Policies, Restructuring Costs, for further information.

In 2024, the Company fully amortized the customer relationship intangible assets acquired in the GC Data Center Acquisition for $ 22.0 million due to the Company’s strategic decision to exit the hosting services business and termination of customer relationships during the period.

The following table presents the Company’s estimated future amortization of finite-lived intangible assets as of September 30, 2025:

(in thousands)

2025 (remaining) $ 63

NOTE 10 – FAIR VALUE MEASUREMENT

11 unchanged sentences

The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value.

These inputs included reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs.

These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs.

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 June 30, 2025 and December 31, 2024, respectively:

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

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

Quoted prices in active markets

1 unchanged sentence

(Level 2) Significant unobservable inputs

Money market funds $ 53,289 $ 53,289 $ — $ —

Money market accounts

$ 70,124 $ 70,124 $ — $ —

government bills and securities

600,128 600,128

Digital assets 4,052,267 4,052,267 — —

9 unchanged sentences

(Level 2) Significant unobservable inputs

Money market funds $ 292,927 $ 292,927 $ — $ —

Money market accounts

$ 292,927 $ 292,927 $ — $ —

Digital assets 3,228,316 3,228,316 — —

10 unchanged sentences

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 June 30, 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 September 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.

Refer to Note 3 – Acquisitions and Note 16 – Commitments and Contingencies, for further information.

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 six months ended June 30, 2025 or the year ended December 31, 2024.

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

There were no transfers among Levels 1, 2 or 3 during the nine months ended September 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 June 30, 2025 and December 31, 2024, respectively, is as follows:

(in thousands) Total carrying value at June 30, 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 September 30, 2025 and December 31, 2024:

(in thousands) Total carrying value at September 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 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.

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

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

NOTE 11 – 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 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.

For the three and nine months ended September 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Total dilutive shares 324,375 34,228,419 324,375 20,549,327

(1) Anti-dilutive performance-based restricted stock units are presented up to 249 % as the total potential vested shares.

(1) Anti-dilutive performance-based restricted stock units are presented up to 249 % as the maximum potential number of shares that may vest.

Refer to Note 13 – Stock-based Compensation, for further information.

1 unchanged sentence

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

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

10 unchanged sentences

Notes interest expense, net of tax 2,873 — 8,511 —

Gain from extinguishment of debt, net of tax

( 780 ) — ( 780 ) —

Net income (loss) attributable to common stockholders - diluted

11 unchanged sentences

NOTE 12 – STOCKHOLDERS’ EQUITY

On February 19, 2025, the Company’s shareholders approved an amendment to the Company’s articles of incorporation that increased the amount of common stock authorized for issuance to 800,000,000 with a par value of $ 0.0001 per share.

On February 19, 2025, the Company’s stockholders approved an amendment to the Company’s articles of incorporation that increased the amount of common stock authorized for issuance to 800,000,000 with a par value of $ 0.0001 per share.

At-the-Market Offering Agreements

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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.

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.

During the three and nine months ended September 30, 2025, the Company sold 14,932,762 and 29,910,760 shares of common stock, respectively, for an aggregate purchase price of $ 252.5 million and $ 471.8 million, respectively.

Net offering expenses for the three and nine months ended September 30, 2025 were $ 1.3 million and $ 2.4 million, respectively.

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 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.

During the nine months ended September 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 13 – 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.

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.

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

As of September 30, 2025, the Company had an aggregate of 21,596,630 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.

7 unchanged sentences

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 six months ended June 30, 2025, is as follows:

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

Number of RSUs Weighted Average Grant Date Fair Value

4 unchanged sentences

Vested ( 3,611,435 ) 15.01

Nonvested at June 30, 2025

Nonvested at September 30, 2025

8,548,456 $ 15.46

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.

As of September 30, 2025, there was approximately $ 65.0 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

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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 six months ended June 30, 2025, is as follows:

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

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

4 unchanged sentences

Vested (1,036,926) 48.46

Nonvested at June 30, 2025 (2)

Nonvested at September 30, 2025 (2)

4,820,483 $ 24.33

1 unchanged sentence

(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.

As of September 30, 2025, there was approximately $ 82.6 million of aggregate unrecognized stock-based compensation related to unvested PSUs that is expected to be recognized over the next 2.1 years.

Common Stock Warrants

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

As of September 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 0.3 years.

1 unchanged sentence

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

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,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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NOTE 14 – DEBT

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

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

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

December 2026 Notes $ 47,782 $ 66,811

2 unchanged sentences

June 2031 Notes 910,052 908,111

August 2032 Notes

Line of credit 350,000 200,000

2 unchanged sentences

Total long-term debt $ 3,247,561 $ 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.

As of September 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 cash and cash equivalents of $ 826.4 million and the fair value of the Company’s bitcoin holdings of $ 6.0 billion, to meet its current obligations.

Convertible Senior Notes

The Company issued the following convertible notes (collectively, the “Convertible Notes”) in private offerings:

• $ 1.025 billion aggregate principal amount of 0.0 % Convertible Senior Notes due 2032 (the “August 2032 Notes”)

• $ 925.0 million aggregate principal amount of 0.0 % Convertible Senior Notes due 2031 (the “June 2031 Notes”)

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September 2031

Issuance Date November 2021 August 2024 November 2024 December 2024

Maturity Date December 1, 2026 September 1, 2031 March 1, 2030 June 1, 2031

Issuance Date November 2021 August 2024 November 2024 December 2024 July 2025

Maturity Date December 1, 2026 September 1, 2031 March 1, 2030 June 1, 2031 August 1, 2032

Remaining Principal (in thousands)

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Stated Interest Rate 1.0 % 2.125 % 0.0 % 0.0 % 0.0 %

Interest Payment Dates June 1 & December 1 March 1 & September 1 March 1 & September 1 June 1 & December 1

Interest Payment Dates June 1 & December 1 March 1 & September 1 March 1 & September 1 June 1 & December 1 February 1 & August 1

Net Proceeds (1) (in thousands)

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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.

Issuance of the August 2032 Notes

On July 25, 2025, the Company issued $ 950.0 million principal of the August 2032 Notes.

On August 8, 2025, the initial purchasers purchased an additional $ 75.0 million principal of the August 2032 Notes, bringing the aggregate principal amount of $ 1.025 billion.

The August 2032 Notes were issued pursuant to, and governed by, an indenture (the “Indenture”) between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

The August 2032 Notes are senior unsecured obligations of the Company and do not bear regular interest.

The August 2032 Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased in accordance with their terms.

The August 2032 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 49.3619 shares per $1,000 principal amount of August 2032 Notes, which represents an initial conversion rate price of approximately $ 20.2585 per share of common stock.

The conversion rate is subject to customary anti-dilution adjustments.

In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its August 2032 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.

Prior to May 1, 2032, the August 2032 Notes are convertible only upon the occurrence of certain events.

On or after May 1, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date of the August 2032 Notes, holders may convert the August 2032 Notes at any time.

Upon conversion of the August 2032 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

Prior to January 15, 2030, the Company may not redeem the August 2032 Notes.

The Company may redeem for cash all or any portion of the August 2032 Notes, at its option, on or after January 15, 2030, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.

redemption price will be equal to 100 % of the principal amount of the August 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders have the right to require the Company to repurchase for cash all or any portion of their August 2032 Notes on January 4, 2030 at a repurchase price equal to 100 % of the principal amount of the August 2032 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date, if the last reported sale price of the Company’s common stock on the second trading day immediately preceding the repurchase date is less than the conversion price.

In addition, if the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their August 2032 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the August 2032 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount of the outstanding August 2032 Notes may declare 100 % of the principal of, and accrued and unpaid special interest, if any, on, all the August 2032 Notes to be due and payable.

December 2026 Notes Partial Extinguishment of Debt

On July 25, 2025, in connection with the issuance of the August 2032 Notes, the Company entered into a privately negotiated purchase agreement with certain holders of its December 2026 Notes to repurchase approximately $ 19.4 million principal amount of the December 2026 Notes.

This repurchase is treated as an extinguishment of debt.

The Company recorded a $ 1.0 million gain on extinguishment of debt based on the carrying value of the December 2026 Notes, cash paid and related transaction costs on the 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.

On July 23, 2025, in connection with the pricing of the August 2032 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers or their respective affiliates and certain financial institutions at an aggregate cost of approximately $ 39.8 million.

The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those of the August 2032 Notes, the aggregate number of shares of the Company’s common stock initially underlying the August 2032 Notes.

By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the August 2032 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the August 2032 Notes the trading price of the Company’s common stock price exceeds the conversion price of the August 2032 Notes.

The Capped Calls have a strike price of $ 20.26 per share and an initial cap price of $ 24.14 per share and are subject to certain adjustments under the terms of the Capped Calls.

The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in capital within stockholders’ equity.

Line of Credit

2 unchanged sentences

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.

In March 2025, the Company secured a second line of credit (the “New Line of Credit” and together with the Original Line of Credit, the “Line of Credit”) with a new counterparty for a total of $ 150.0 million, collateralized by 3,250 bitcoin.

3,250 bitcoin.

The New Line of Credit bears interest at a rate of 8.85 % per annum and has a maturity date of March 2026.

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

As of September 30, 2025, the aggregate outstanding balance on the Line of Credit was $ 350.0 million, and 5,077 bitcoin remained collateralized.

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

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NOTE 15 – LEASES

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

As of September 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.

1 unchanged sentence

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

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:

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

(in thousands)

June 30, 2025 December 31, 2024

September 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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Operating cash flows from operating leases $ 2,190 $ 1,250

7 unchanged sentences

Finance lease 7.2 % 7.2 %

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

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

(in thousands)

11 unchanged sentences

NOTE 16 - COMMITMENTS AND CONTINGENCIES

Pending Acquisitions

During the three months ended September 30, 2025, the Company and MARA France SAS, a wholly owned subsidiary of the Company, entered into an investment agreement to acquire a majority ownership interest in Exaion SAS, a subsidiary of EDF Pulse Ventures, for approximately $ 168.0 million, subject to regulatory and antitrust approvals and other customary closing conditions.

Exaion SAS specializes in high-performance computing data centers and provides secure cloud and AI infrastructure.

The Company has the option to increase its ownership through additional contingent payments dependent on the achievement of certain performance milestones, as specified in the investment agreement.

Any contingent payments, if made, will be recognized as additional purchase consideration upon settlement.

There can be no assurance that all closing conditions will be satisfied or that the acquisition will be completed as anticipated.

Miners and Other Mining Equipment

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.

As of September 30, 2025, the Company has paid approximately $ 279.6 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 $ 83.9 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.

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

Under these arrangements, the Company expects to pay at minimum approximately $ 423.3 million in total payments over the next three years .

1 unchanged sentence

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 June 30,

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

The estimated total contingent consideration as of September 30, 2025 was approximately $ 15.4 million related to the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm.

Refer to Note 3 – Acquisitions, for further information.

4 unchanged sentences

Change in fair value of contingent consideration ( 2,773 )

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.

Balance at September 30, 2025

For the three months ended September 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

Legal Proceedings

The Company, and its subsidiaries, from time to time may be subject to various claims, lawsuits and legal proceedings that arise from the ordinary course of business.

The Company from time to time may be subject to various claims, lawsuits and legal proceedings that arise from the ordinary course of business.

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 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.

As of September 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.

9 unchanged sentences

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

On September 10, 2025, the motion to dismiss the second amended complaint was fully briefed.

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 .

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 .

On July 13, 2023, a fourth shareholder derivative complaint was filed in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida (together with the complaint filed on June 22, 2023, the “Florida Derivative Actions”), against current members of the Company’s Board and senior management, alleging claims 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 .

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 of directors 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 of directors 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 .

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 of directors 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 .

On July 13, 2023, a fourth shareholder derivative complaint was filed in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida (together with the complaint filed on June 22, 2023, the “Florida Derivative Actions”), against current members of the Company’s board of directors and senior management, alleging claims 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 .

On August 14, 2023, the two derivative actions pending in the United States District Court for the District of Nevada were consolidated (the “Nevada Derivative Action”).

2 unchanged sentences

On August 9, 2024, the defendants moved to dismiss the amended complaint in the Nevada Derivative Action.

On October 16, 2023, the parties to the derivative actions pending in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida filed an agreed order to stay both actions pending completion of the Nevada Derivative Action.

On July 25, 2024, the Florida Derivative Actions were administratively closed.

On November 7, 2024, the motion to dismiss the amended complaint in the Nevada Derivative Action was fully briefed.

2 unchanged sentences

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

Information Subpoena

On October 6, 2020, the Company entered into a series of agreements with multiple parties to design and build a data center for up to 100 -megawatts in Hardin, Montana.

In conjunction therewith, the Company filed a Current Report on Form 8-K on October 13, 2020 disclosing that, pursuant to a Data Facility Services Agreement, the Company issued 6,000,000 shares of restricted common stock, in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

During the quarter ended September 30, 2021, the Company and certain of its executives received a subpoena to produce documents and communications concerning the Hardin, Montana data center facility.

The Company received an additional subpoena from the SEC on April 10, 2023, relating to, among other things, transactions with related parties.

On April 21, 2025, the SEC’s Division of Enforcement notified the Company that it had concluded its investigation and did not intend to recommend an enforcement action against the Company.

On August 20, 2025, the motion to dismiss the second amended complaint was fully briefed.

On July 25, 2024, the Florida Derivative Actions were administratively closed.

On January 14, 2021, plaintiff Michael Ho (“Ho”) filed a civil complaint (the “Complaint”) in which he alleged, among other things, that the Company breached the terms of a non-disclosure agreement, profited from commercially sensitive information he shared with the Company, and refused to compensate him for his role in securing the Company’s acquisition of an energy supplier.

4 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.

6 unchanged sentences

On May 7, 2025, the Court entered an order denying the Company’s motions for judgment as a matter of law and for a new trial but granted a 20 percent reduction of the jury’s verdict.

The Court also denied Ho’s motion for pre-verdict prejudgment interest but awarded post-verdict prejudgment interest.

The Court also denied Ho’s motion for pre-

verdict prejudgment interest but awarded post-verdict prejudgment interest.

On June 2, 2025, the Company filed its notice of appeal to the Court of Appeals for the Ninth Circuit, and on September 25, 2025, the Company filed its opening appeal brief.

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.

3 unchanged sentences

NOTE 17 - RELATED PARTY TRANSACTIONS

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.

During the nine months ended September 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 September 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.

During the three and nine months ended September 30, 2025, the Company advanced $ 37.4 million and $ 110.7 million, respectively, to Auradine for product purchases, with an outstanding balance to be fulfilled of $ 32.1 million at the end of the period.

As of September 30, 2025, the Company had an outstanding commitment to Auradine to purchase $ 14.0 million of additional products to be paid in periodic installments throughout 2025.

During the three and nine months ended September 30, 2024, the Company made advances of $ 11.6 million and $ 16.7 million, respectively, for future purchases resulting in total advances to Auradine of $ 31.5 million as of September 30, 2024.

NOTE 18 – SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash and cash equivalents

15 unchanged sentences

Reclassifications from advances to vendor to property and equipment upon receipt of equipment 229,373 404,133

Reclassifications from long-term prepaid to property and equipment

Reclassifications from deposits to property and equipment

Reclassifications from investments to property and equipment

Reclassifications from advances to vendor to investments — 30,587

Reclassifications from advances to vendor to other assets — 3,421

Property and equipment purchases in other assets 2,556 3,273

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

5 unchanged sentences

NOTE 19 – SUBSEQUENT EVENTS

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.

On November 4, 2025, the Company announced its entry into a letter of intent with MPLX LP (NYSE:

MPLX), a separately traded public company formed by Marathon Petroleum Corporation (NYSE:

MPC), to expand the Company’s access to lower-cost natural gas and scalable power capacity to support the development of on-site power generation and compute infrastructure.

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