What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-07-29 · 263 added, 225 removed, 247 unchanged (66% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context otherwise requires, references to “MARA,” “we,” “us,” and the “Company” refer to MARA Holdings, Inc.

Unless otherwise indicated or the context otherwise requires, references to “MARA,” “we,” “us,” “our” and the “Company” refer to MARA Holdings, Inc.

and its consolidated subsidiaries.

You should read the following discussion and analysis together with our financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (this “Quarterly Report”).

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

17 unchanged sentences

We are focused on two key priorities:

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

As of June 30, 2025, our total energy portfolio consisted of approximately 1.7 gigawatts (“GW”) of capacity with 15 data centers deployed across North America, the Middle East, Europe, and Latin America.

strategically growing by shifting our 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.

As of September 30, 2025, our total energy portfolio consisted of approximately 1.8 gigawatts (“GW”) of capacity with 18 data centers deployed across North America, the Middle East, Europe, and Latin America.

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

6 unchanged sentences

Recent Developments

Highlights from the quarter ended June 30, 2025:

• As of June 30, 2025, we hit 57.4 exahashes per second (“EH/s”), a record high for MARA.

• In May 2025, we entered into a separately managed account (“SMA”) trading arrangement with Two Prime to actively manage 2,000 of our bitcoin holdings with the goal of generating meaningful returns.

Subsequent to the quarter end, we formalized a minority interest in Two Prime to strengthen our risk-optimized yield strategies and further align with a key partner.

• As of June 30, 2025 31% of our bitcoin holdings had been activated by our bitcoin asset management strategy.

• During the quarter, we announced strategic partnerships with LG-backed PADO AI and TAE Power Solutions focused on developing grid-responsive platforms that dynamically stabilize inference compute, minimize energy waste, and unlock the next generation of field-deployable, sovereign edge AI infrastructure.

In July 2025, we announced a target of reaching 75 EH/s by the end of 2025.

Highlights from the quarter ended September 30, 2025:

• As of September 30, 2025, we reached a new record high of 60.4 exahashes per second (“EH/s”).

• On July 25, 2025, we issued an aggregate principal amount of $1.0 billion of 0.0% Convertible Senior Notes due 2032 (the “August 2032 Notes”) and in connection with the issuance, repurchased approximately $19.4 million principal amount of a portion of the December 2026 Notes.

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

• We used approximately $100.0 million of proceeds from the August 2032 Notes to purchase 860 bitcoin at an average price of $116,117 per bitcoin.

• On August 11, 2025, we announced the signing of an investment agreement to acquire a 64% ownership interest in Exaion SAS, a subsidiary of EDF Pulse Ventures, specializing in high-performance computing and secure cloud/AI infrastructure, for approximately $168.0 million, with the option to increase our ownership in the future.

Subject to regulatory approvals and customary closing conditions, the acquisition is intended to expand our capabilities into AI/HPC infrastructure and enhance our ability to deliver secure, scalable cloud solutions.

• During the quarter, we initiated a restructuring plan of our technology operations to better align resources with our strategic priorities, moving from a centralized unit to embedding technology across the business.

As part of this plan, we exited our two-phase immersion cooling product line, which represented a majority of our technology operations, incurring $20.9 million in restructuring costs during the quarter.

• We revised our bitcoin investment strategy and may opt to sell a portion of the bitcoin produced from our mining operations to fund operational costs, while continuing to hold the majority of our bitcoin for long-term investment purposes.

Subsequent to the quarter ended September 30, 2025:

• We deployed the first ten AI racks at our Granbury site within an air-cooled modular data center, launching our first operational hybrid AI and Bitcoin mining site.

• On November 4, 2025, we announced our 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 our access to lower-cost natural gas and scalable power capacity to support the development of on-site power generation and compute infrastructure.

Bitcoin Mining Operations

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

To maintain our competitive position, we will need to expand our hashrate accordingly and continue investing in efficient mining operations.

During the nine months ended September 30, 2025, we mined 6,788 bitcoin, a decrease of 150 bitcoin, or 2%, from the prior year period.

The decrease was primarily due to the result of the April 2024 halving event, an increase in the

global hashrate and network difficulty level, the temporary deployment of less efficient miners while damages at our mining site were remediated and power curtailment limitations.

As of September 30, 2025, we owned approximately 455,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM entity, with an energized hashrate of approximately 60.4 EH/s.

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

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

The following table presents our computing power and miner efficiency as of September 30, 2025 and 2024:

As of September 30,

Energized hashrate (1)

Miner efficiency (in joules per terahash) (2)

Total energy capacity (in GW) (3)

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

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

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

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

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

(3) Total energy capacity represents the maximum amount of electricity our facilities can utilize for our operations.

Bitcoin Value

2 unchanged sentences

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

For example, as of June 30, 2025, the price of a bitcoin was $107,173, compared to $62,668 as of June 30, 2024.

We continue to retain all bitcoin mined in our operations or purchased, in line with our bitcoin investment approach.

As of June 30, 2025, we held approximately 49,951 bitcoin, including 15,550 bitcoin under our bitcoin asset management strategy, on our Condensed Consolidated Balance Sheets with a carrying value of approximately $5.3 billion.

For example, as of September 30, 2025, the price of a bitcoin was $114,068, compared to $63,301 as of September 30, 2024.

Historically, we have held bitcoin produced from our mining operations or purchased on the open market on our Condensed Consolidated Balance Sheets.

During the quarter, we revised our bitcoin investment strategy and may opt to sell a portion of the bitcoin produced from our mining operations to fund ongoing operating expenses.

In addition, as part of our digital asset management strategy, we may, from time to time, buy or sell bitcoin to generate incremental return or manage exposure to market conditions.

As of September 30, 2025, we held approximately 52,850 bitcoin, including 17,357 bitcoin under our digital asset management strategy, on our Condensed Consolidated Balance Sheets, with a carrying value of approximately $6.0 billion.

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

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

The following table presents our bitcoin digital asset holdings (including bitcoin under our bitcoin asset management strategy) and the fair value per bitcoin:

The following table presents our bitcoin digital asset holdings (including bitcoin under our digital asset management strategy) and the fair value per bitcoin:

September 30, 2025 52,850 $ 114,068

June 30, 2025 49,951 107,173

2 unchanged sentences

September 30, 2024 26,747 63,301

June 30, 2024 18,488 62,668

Bitcoin Mining Operations

associated with solving a block.

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

During the six months ended June 30, 2025, we mined 4,644 bitcoin, a decrease of 225 bitcoin, or 5%, from the prior year period.

The decrease was primarily due to the result of the April 2024 halving event, temporary deployment of older miners while damages were remediated and the increase in global hashrate.

As of June 30, 2025, we owned approximately 450,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM entity, with an energized hashrate of approximately 57.4 EH/s.

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

The following table presents our computing power and miner efficiency as of June 30, 2025 and 2024:

As of June 30,

Energized hashrate (“EH/s”) (1)

Miner efficiency (in joules per terahash) (2)

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

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

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

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

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

Energy cost is the most significant cost driver for mining and represented 34.1% and 36.1%, as a percentage of our owned mining revenues for the three and six months ended June 30, 2025, respectively.

Energy cost is the most significant cost driver for Bitcoin mining and represented 34.3% and 35.4%, as a percentage of our owned mining revenues for the three and nine months ended September 30, 2025, respectively.

This excludes energy costs from third-party hosted sites.

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

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

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

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

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

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

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

When prices rise or supply is constrained, we may curtail our operations to avoid using power at increased rates.

Although we do not receive significant compensation for curtailment, the dispatchable load of our Bitcoin mining operations helps balance the grid and provides electricity to communities when in need.

The average price of direct energy we paid for our owned facilities was $0.04 per kilowatt hour (“kWh”) for both the three and six months ended June 30, 2025.

Three Months Ended June 30,

Six Months Ended June 30,

The average price of direct energy we paid for our owned facilities was $0.04 per kilowatt hour (“kWh”) for both the three and nine months ended September 30, 2025.

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

$ 0.04 $ 0.04 $ 0.04 $ 0.04

NM - Not meaningful

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

3 unchanged sentences

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

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

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

Bitcoin Asset Management

As the second largest corporate holder of bitcoin globally, our strategy focuses on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings.

We view bitcoin as a productive asset, a source of liquidity, yield, and long-term capital appreciation.

By activating a portion of our holdings through lending, structured trading arrangements, and collateralized financing, we seek to generate incremental income that helps fund operations, expand infrastructure, and reduce our cost of capital.

In addition to energy costs incurred at our owned mining sites, third-party hosting and other energy costs remain a significant part of our overall cost structure and are subject to similar volatility and market dynamics.

For the three months ended September 30, 2025, these costs totaled $75.7 million, reflecting both the expansion of our hosted mining operations and higher variable energy pricing at third-party facilities.

Our hosting arrangements typically include energy charges, as well as maintenance and management fees for colocation and operational support.

Such hosting arrangements have contractual commitments extending over the next three years and minimum future payments of approximately $385.5 million.

We continue to actively manage these costs by renegotiating contracts, evaluating alternative providers and transitioning certain hosted sites to self-owned mining sites as agreements expire.

This approach is intended to enhance operational flexibility, mitigate exposure to energy price volatility and support long-term profitability as our business continues to scale.

Digital Asset Management

As the second-largest corporate holder of bitcoin globally, our strategy is focused on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings.

We view bitcoin as a productive asset, a source of liquidity, returns, and long-term capital appreciation.

By activating a portion of our holdings through lending, structured trading arrangements, and collateralized financing, we seek to generate incremental income to help fund operations, expand infrastructure, and reduce our cost of capital.

Our strategy balances upside participation in bitcoin appreciation with near-term cash flow generation, while maintaining substantial liquidity to respond to market opportunities.

Subsequent to the quarter end, we formalized a minority interest in Two Prime, an external full-service registered advisor, to strengthen our risk-optimized yield strategies and further align with a key partner.

To a lesser extent, we have also used bitcoin as a collateral to borrow under lines of credit.

As of June 30, 2025, we held a total of 49,951 bitcoin, including 15,550 bitcoin that were loaned, actively managed or pledged as collateral.

As such, approximately 31% of our total holdings were activated through our bitcoin asset management strategy.

The Company’s core bitcoin asset management is comprised of the following activities:

In July 2025, we formalized a minority interest in Two Prime LLC (“Two Prime”), an external full-service registered investment advisor, to strengthen our risk-optimized return strategies and further align with a key partner.

In addition to our structured trading initiatives, we have also deployed a portion of our bitcoin holdings through lending arrangements designed to generate incremental return and, to a lesser extent, used bitcoin as collateral to borrow under lines of credit.

As of September 30, 2025, we held a total of 52,850 bitcoin, including 17,357 bitcoin that were loaned, actively managed or pledged as collateral.

As such, approximately 33% of our total holdings were activated through our digital asset management strategy.

Our digital asset management strategy resulted in an increase in the fair value of our bitcoin holdings of approximately $343.3 million and $1.0 billion during the three and nine months ended September 30, 2025, respectively, reflecting appreciation in the market price of bitcoin.

In addition, we generated interest income from our bitcoin lending activities and recognized net investment losses from our bitcoin trading activities.

The Company’s core digital asset management strategy is comprised of the following activities:

We retain the majority of our bitcoin holdings as a treasury asset, under our bitcoin investment approach, to preserve long-term exposure to fair value appreciation while also serving as an available source of liquidity.

We hold our bitcoin across multiple custodial wallets to mitigate counterparty risk and avoid concentration with any single custodian.

The following table presents supplemental information related to our Treasury activities for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

BTC Yield (1)

1.6 % (0.6) % 5.2 % 2.0 %

Share of available miner rewards 5.7 % 3.7 % 5.6 % 3.2 %

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

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

Beginning late 2024, we began lending arrangements with various counterparties to generate additional yield on our bitcoin holdings.

As of June 30, 2025, we had loaned out a total of 7,877 bitcoin that generated $6.8 million and $13.1 million of interest income for the three and six months ended June 30, 2025, respectively.

In prior periods, we presented certain bitcoin yield metrics to illustrate trends in the growth of our bitcoin holdings.

Beginning this quarter, these metrics are no longer presented, as management determined they are no longer meaningful given our decision to sell bitcoin from production to fund operations and our focus on the active management of our digital assets rather than passive bitcoin ownership.

Beginning in late 2024, we began lending arrangements with various counterparties to generate additional returns on our bitcoin holdings.

As of September 30, 2025, we had loaned out a total of 10,377 bitcoin that generated $9.6 million and $22.7 million of interest income for the three and nine months ended September 30, 2025, respectively.

We assess the creditworthiness of counterparties prior to lending and reassess periodically.

Loaned bitcoin is subject to recall upon short notice.

During the second quarter of 2025, we entered into an SMA agreement with Two Prime and transferred 500 bitcoin in mid-May 2025, followed by an additional 1,500 bitcoin in late June 2025.

As of June 30, 2025, a total of 2,004 bitcoin were held and actively managed within the SMA.

The 500 bitcoin transferred in mid-May 2025 generated an additional 4 bitcoin, or approximately $0.4 million.

The late June transfer of bitcoin occurred too late in the quarter to meaningfully contribute to returns.

During the second quarter of 2025, we entered into a separately managed account (“SMA”) agreement with Two Prime and transferred 2,000 bitcoin.

During the quarter ended September 30, 2025, the SMA incurred a net loss of approximately 101 bitcoin, or $10.9 million, primarily attributable to trading activities.

As of September 30, 2025, a total of 1,903 bitcoin were held and actively managed within the SMA.

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

In addition, our bitcoin asset management team may, from time to time, engage in various bitcoin-denominated trades such as options, futures, swaps and spot transactions to generate additional returns on our bitcoin holdings.

As of June 30, 2025, 5,669 bitcoin were pledged as collateral in connection with $350.0 million of outstanding borrowings under the Line of Credit bearing interest rates between 8.85% and 10.5% per annum.

Under our bitcoin asset management strategy, our bitcoin investment approach resulted in an improvement of $1.2 billion and $683.7 million on the Company’s bitcoin holdings during the three and six months ended June 30, 2025, respectively, simultaneously generating related interest and investment income.

The following tables summarize our capital appreciation and income generated from bitcoin holdings as it relates to our bitcoin asset management strategy:

Three Months Ended June 30, 2025

In addition, our digital asset management team may, from time to time, engage in various bitcoin-denominated trades such as options, futures, swaps and spot transactions to generate additional returns on our bitcoin holdings.

As of September 30, 2025, 5,077 bitcoin were pledged as collateral in connection with $350.0 million of outstanding borrowings under the Line of Credit bearing interest rates between 8.85% and 10.5% per annum.

The following tables summarize our capital appreciation and income generated from bitcoin holdings as it relates to our digital asset management strategy:

Three Months Ended September 30, 2025

(in thousands)

Asset Management

Digital Asset Management

Change in fair value of bitcoin (1)

2 unchanged sentences

— 9,566 — — 9,566

Investment income, net (3)

Investment loss, net (3)

— — (14,458) — (14,458)

$ 234,437 $ 64,086 $ (1,604) $ 41,485 $ 338,404

(1) Change in fair value of bitcoin for the three months ended June 30, 2025 totaled $1.2 billion and includes the “Change in fair value of digital assets” of $846.0 million, excluding $1.1 million related to other digital assets, resulting in $844.9 million attributable to bitcoin, plus the “Change in fair value of digital assets – receivable, net” of $346.5 million.

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $2.8 million of interest earned on cash and cash equivalents for the three months ended June 30, 2025.

(3) Investment income, net is associated with the return earned from the SMA agreement and various bitcoin-denominated trades and is reported in “Other” on the Condensed Consolidated Statements of Operations.

Six Months Ended June 30, 2025

(1) Change in fair value of bitcoin for the three months ended September 30, 2025 totaled $343.3 million and includes the “Change in fair value of digital assets” of $234.2 million, excluding a loss of $0.2 million related to other digital assets, resulting in $234.4 million attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” of $108.9 million.

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $8.1 million of interest earned on cash and cash equivalents for the three months ended September 30, 2025.

(3) Investment loss, net is associated with the return from the SMA agreement and various bitcoin-denominated trades and is reported in “Other” on the Condensed Consolidated Statements of Operations.

Nine Months Ended September 30, 2025

(in thousands)

Asset Management

Digital Asset Management

Change in fair value of bitcoin (1)

2 unchanged sentences

— 22,691 — — 22,691

Investment income, net

Investment loss, net (3)

— — (20,379) — (20,379)

$ 687,662 $ 179,154 $ (5,914) $ 168,411 $ 1,029,313

(1) Change in fair value of bitcoin for the six months ended June 30, 2025 totaled $683.7 million and includes the “Change in fair value of digital assets” of $451.9 million, excluding a loss of $1.4 million related to other digital assets, resulting in $453.2 million attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” of $230.5 million.

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $8.5 million of interest earned on cash and cash equivalents for the six months ended June 30, 2025.

(1) Change in fair value of bitcoin for the nine months ended September 30, 2025 totaled $1.0 billion and includes the “Change in fair value of digital assets” of $686.1 million, excluding a loss of $1.6 million related to other digital assets, resulting in $687.7 million attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” of $339.3 million.

(2) Interest income differs from the amount reported as “Interest income” on the Condensed Consolidated Statements of Operations, as it excludes $16.6 million of interest earned on cash and cash equivalents for the nine months ended September 30, 2025.

The price of bitcoin has historically experienced significant price volatility, in addition to other risks inherent to holding a digital asset.

1 unchanged sentence

RESULTS OF OPERATIONS

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended June 30,

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Three Months Ended September 30,

(in thousands)

Bitcoin (“BTC”) mining revenue $ 228,778 $ 129,129 $ 99,649

Bitcoin mining revenue

$ 242,035 $ 123,177 $ 118,858

Other digital assets mining revenue 3,937 7,849 (3,912)

11 unchanged sentences

0.9 % 2.4 % (1.5) %

(1) Includes 47 and 97 bitcoin representing our share of the equity method investee, the ADGM entity, for the three months ended June 30, 2025 and 2024, respectively.

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

We generated revenues of $238.5 million for the three months ended June 30, 2025, compared to $145.1 million in the prior year period.

The $93.3 million, or approximately 64%, increase in revenues was primarily driven by an increase in bitcoin mining revenue partially offset by a decrease in other digital asset mining revenue and hosting services.

The $99.6 million increase in bitcoin mining revenue was primarily driven by a 50% increase in the average bitcoin price, which contributed $76.6 million, in addition to a $23.1 million increase from bitcoin production.

During the three months ended June 30, 2025 and 2024, revenue from hosting services was $1.2 million and $8.7 million, respectively, a decrease of $7.5 million due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.

Costs and operating expenses (income)

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

Three Months Ended June 30,

(1) Includes 29 and 46 bitcoin representing our share of the equity method investee, the ADGM entity, for the three months ended September 30, 2025 and 2024, respectively.

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

We generated revenues of $252.4 million for the three months ended September 30, 2025, compared to $131.6 million in the prior year period.

The $120.8 million, or approximately 92%, increase in revenues was primarily driven by an increase in Bitcoin mining revenue and, to a lesser extent, other revenue, partially offset by a decrease in other digital asset mining revenue.

The $118.9 million increase in Bitcoin mining revenue was primarily driven by an 88% increase in the average price of bitcoin mined, which contributed $113.3 million, in addition to a $5.5 million increase from bitcoin production during the three months ended September 30, 2025.

Costs and operating expenses

Purchased energy, Operating and maintenance and Third-party hosting and other energy costs

Three Months Ended September 30,

(in thousands)

Purchased energy costs $ 43,080 $ 26,988 $ 16,092

Operating and maintenance costs 26,310 9,365 16,945

Third-party hosting and other energy costs

75,664 63,694 11,970

Operating and maintenance costs 22,362 15,595 6,767

Supplemental Information (in whole dollars)

5 unchanged sentences

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

Purchased energy costs during the three months ended June 30, 2025 totaled $41.7 million compared to $26.1 million in the prior year period, an increase of $15.6 million or approximately 60%, primarily driven by the expansion of our owned mining sites and our total hashrate growth to 57.4 EH/s.

Purchased energy costs consist of power expenses paid to power providers for power consumed related to our owned bitcoin mining operations and up to a lesser extent energy generated and consumed by us.

For the three months ended June 30, 2025, our Cost per Petahash per day improved to $28.7 from $37.8, approximately 24%, compared to the prior year period.

For the three months ended June 30, 2025, Purchased energy costs per bitcoin for our owned mining sites was $33,735 compared to $31,065 in the prior year period, primarily due to higher network difficulty due to an increase in global hashrate and the 2024 halving event.

Third-party hosting and other energy costs during the three months ended June 30, 2025 totaled $69.0 million compared to $54.0 million in the prior year period, an increase of $15.0 million or approximately 28%.

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

The increase was primarily due to the addition of energized miners at third-party hosted facilities.

Operating and maintenance costs during the three months ended June 30, 2025 totaled $22.4 million compared to $15.6 million in the prior year period, an increase of $6.8 million or approximately 43%.

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

Purchased energy costs for the three months ended September 30, 2025 totaled $43.1 million compared to $27.0 million in the prior year period, an increase of $16.1 million, or approximately 60%.

The increase was primarily driven by the expansion of our owned mining sites and the growth in our total hashrate to 60.4 EH/s, a 64% increase from the prior year period.

Purchased energy costs consist of power expenses paid to power providers for power consumed related to our owned Bitcoin mining operations and, to a lesser extent, energy generated and consumed directly by us.

Despite higher overall energy costs, our Cost per Petahash per day improved from $37.0 to $31.3, or approximately 15%, in the current period.

However, for the three months ended September 30, 2025, Purchased energy costs per bitcoin for our owned mining sites were $39,235 compared to $32,433 in the prior year period, primarily due to higher network difficulty resulting from an increase in global hashrate.

Operating and maintenance costs for the three months ended September 30, 2025 were $26.3 million compared to $9.4 million in the prior year period, an increase of $16.9 million or approximately 181%, primarily due to higher shipping and warehouse expenses and increased labor costs compared to the prior year period.

Third-party hosting and other energy costs for the three months ended September 30, 2025 totaled $75.7 million compared to $63.7 million in the prior year period, an increase of $12.0 million, or approximately 19%.

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

The increase was primarily due to the addition of energized miners and the expansion of third-party hosted facilities compared to the prior year period.

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

General and administrative expenses

General and administrative expenses were $92.9 million for the three months ended June 30, 2025, compared to $53.5 million in the prior year period.

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

The $39.5 million, or approximately 74% increase was driven by the continued strategic expansion of our business and our pivot from asset-light to a vertically integrated model.

The increase reflects the scaling of our operations, higher personnel costs associated with headcount growth from 109 to 201 and increased professional and administrative fees in support of our expanded footprint.

General and administrative expenses were $85.3 million for the three months ended September 30, 2025, compared to $58.7 million in the prior year period.

These expenses consist of stock-based compensation, professional and legal fees and other personnel and office expenses.

The $26.6 million, or approximately 45% increase, was driven by the continued strategic expansion of our business and our pivot from asset-light to a vertically integrated model, partially offset by lower marketing-related costs in the current period.

The increase reflects the scaling of our operations, higher personnel costs associated with headcount growth from approximately 130 to 228 and increased professional and administrative fees in support of our expanded footprint.

Stock-based compensation expense increased by $14.3 million, primarily due to the 2025 long-term incentive plan (“LTIP”) grants, an accounting charge due to the modification to the 2024 LTIP awards at the end of 2024, and an increase in headcount.

1 unchanged sentence

Depreciation and amortization

Depreciation and amortization during the three months ended June 30, 2025 totaled $161.7 million compared to $107.5 million in the prior year period.

Depreciation and amortization for the three months ended September 30, 2025 totaled $167.3 million compared to $101.9 million in the prior year period.

The $65.5 million, or approximately 64%, increase was primarily due to the deployment of additional mining rigs and an overall increased scale of business.

Change in fair value of digital assets

We recognized a gain on digital assets of $846.0 million for the three months ended June 30, 2025 compared to a loss of $148.0 million in the prior year period.

The $994.0 million increase was primarily driven by the rise in bitcoin price.

We recognized a gain on digital assets of $234.2 million for the three months ended September 30, 2025 compared to a gain of $30.1 million in the prior year period.

The $204.2 million increase was primarily attributable to the rise in the price of bitcoin and increase in our bitcoin holdings compared to the prior year period.

Change in fair value of derivative instrument

We recognized a gain on the change in fair value of derivative instrument of $20.3 million for the three months ended June 30, 2025 compared to a gain of $38.3 million in the prior year period.

We adjusted the fair value of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is remeasured at fair value at the end of each reporting period, with changes primarily due to movements in electricity forward curve prices during the respective periods.

Impairment of assets

During the three months ended June 30, 2025, a severe storm caused irreparable damage to certain mining equipment at our Garden City mining site.

In accordance with ASC 360 – Property, Plant, and Equipment , any unforeseen or unexpected retirements should result in a gain or loss recognized in earnings.

As such, we recognized an impairment of $26.0 million related to the damaged miners for the three months ended June 30, 2025.

Should we successfully receive insurance proceeds, they will be recognized as a gain in the period in which they are received.

There were no such impairments in the prior year period.

We recognized a loss on the change in fair value of derivative instrument of $4.4 million for the three months ended September 30, 2025 compared to a loss of $58.2 million in the prior year period.

The change primarily relates to the remeasurement of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is remeasured at fair value at the end of each reporting period.

Changes in fair value were primarily driven by fluctuations in electricity forward curve prices during the respective periods.

Taxes other than on income

Taxes other than on income were $2.4 million for the three months ended June 30, 2025 compared to $1.6 million in the prior year period.

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

Taxes other than on income were $2.4 million for the three months ended September 30, 2025 compared to $2.0 million in the prior year period.

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

Early termination expenses

During the three months ended June 30, 2024, we finalized an agreement to terminate a data center hosting agreement with a customer acquired in the GC Data Center Acquisition prior to the maturity date of such hosting agreement for $5.7 million, net of a deposit refund.

There were no such expenses in the current period.

Early termination expenses of $5.0 million for the three months ended September 30, 2025 were related to the termination of a management agreement at one of our owned mining facilities, which subsequently transitioned to internal management.

In the prior year period, early termination expenses of $10.3 million were related to the termination of a data center hosting agreement with a customer acquired in the GC Data Center Acquisition prior to the maturity date of such hosting agreement, net of a deposit refund.

Research and development

Research and development expenses were $8.5 million for the three months ended June 30, 2025 compared to $3.8 million in the prior year period.

The $4.7 million, or approximately 122% increase, was primarily due to ongoing innovation initiatives and development expenses to support our strategic expansion.

Research and development expenses were $8.7 million for the three months ended September 30, 2025 compared to $2.8 million in the prior year period.

The $5.9 million, or approximately 210% increase, was primarily due to ongoing innovation initiatives and development activities to support our strategic expansion, following the reallocation of resources related to our restructuring plan.

Restructuring costs

During the third quarter of 2025, management committed to and initiated a restructuring plan in order to support data center initiatives and sovereign AI solutions, by reallocating our technology resources.

Restructuring costs

incurred for the three months ended September 30, 2025 were $20.9 million, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs.

The majority of the restructuring plan actions were completed during the quarter.

There were no such expenses in the prior year period.

Other income (loss)

Change in fair value of digital assets - receivable, net

We recognized a gain on digital assets - receivables, net of $346.5 million for the three months ended June 30, 2025, due to changes in the fair value associated with our bitcoin loaned, actively managed and pledged as collateral.

We recognized a gain on digital assets - receivables, net of $108.9 million for the three months ended September 30, 2025, resulting from an increase in the fair value associated with our bitcoin loaned, actively managed and pledged as collateral.

There were no such activities in the prior year period.

Equity in net earnings of unconsolidated affiliate

During the three months ended June 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $0.9 million, compared to nearly zero in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 47 bitcoin and approximately $3.2 million of depreciation and amortization during the three months ended June 30, 2025, whereas in the prior year period, our share of the ADGM Entity’s operating results included earnings from production of 97 bitcoin and approximately $3.5 million of depreciation and amortization.

During the three months ended September 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $1.7 million, compared to a loss of $2.1 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 29 bitcoin and approximately $3.2 million of depreciation and amortization during the three months ended September 30, 2025, while in the prior year period, our share of the ADGM Entity’s operating results included earnings from production of 46 bitcoin and approximately $3.1 million of depreciation and amortization.

Interest income, Interest expense and Other

Three Months Ended June 30,

Three Months Ended September 30,

(in thousands) 2025 2024 $

Interest income

Interest income from loaned bitcoin

6 unchanged sentences

Other 1,144 (1,146) 2,290

Interest income increased by $7.3 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our bitcoin asset management strategy and a higher average balance of cash and cash equivalents.

Interest expense increased for the three months ended June 30, 2025 by $11.5 million primarily due to the interest expense associated with the Convertible Notes and the Line of Credit.

Other of $5.5 million for the three months ended June 30, 2025 primarily related to an increase to the allowance for credit loss due to an additional amount of bitcoin loaned and transferred to be actively managed in the quarter and a rise in bitcoin price, partially offset by a gain on bitcoin derivative settlements.

Interest income increased by $13.8 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our digital asset management strategy and a higher average balance of cash and cash equivalents.

Interest expense increased for the three months ended September 30, 2025 by $10.4 million, primarily due to the interest expense associated with the interest bearing Convertible Notes and the Line of Credit.

Other of $1.1 million for the three months ended September 30, 2025 was primarily due to net losses on bitcoin trading activities, including trading within our SMA account and internal digital asset management activities, partially offset by a reduction to the allowance for credit loss resulting from an updated credit assessment and a gain on extinguishment of debt related to the December 2026 Notes in connection with the issuance of the August 2032 Notes.

Income tax benefit (expense)

We recorded income tax expense of $208.5 million for the three months ended June 30, 2025 compared to an income tax benefit of $31.7 million in the prior year period.

We recorded income tax expense of $37.7 million for the three months ended September 30, 2025 compared to an income tax benefit of $49.2 million in the prior year period.

The $37.7 million income tax expense primarily reflects changes in pretax book income and loss during the periods, driven largely by fair value adjustments related to digital assets.

RESULTS OF OPERATIONS

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six Months Ended June 30,

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine Months Ended September 30,

(in thousands)

Bitcoin (“BTC”) mining revenue $ 436,538 $ 267,970 $ 168,568

Bitcoin mining revenue

$ 678,573 $ 391,147 $ 287,426

Other digital assets mining revenue 9,705 18,137 (8,432)

7 unchanged sentences

Average price of BTC mined, in whole dollars $ 102,001 $ 59,041 $ 42,960

$ 96,203 $ 58,176 $ 38,026

Number of blocks won

2 unchanged sentences

1.2 % 6.8 % (5.6) %

(1) Includes 106 and 268 bitcoin representing our share of the equity method investee, the ADGM entity, for the six months ended June 30, 2025 and 2024, respectively.

We generated revenues of $452.4 million for the six months ended June 30, 2025, compared to $310.3 million in the prior year period.

The $142.0 million, or approximately 46%, increase in revenues was primarily driven by an increase in bitcoin mining revenue partially offset by a decrease in hosting services.

The $168.6 million increase in bitcoin mining revenue was primarily driven by a 65% increase in the average bitcoin price, which contributed $172.3 million, partially offset by a $3.7 million decrease from bitcoin production due to halving.

During the six months ended June 30, 2025 and 2024, revenue from hosting services was $2.3 million and $29.4 million, respectively, a decrease of $27.1 million due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.

Costs and operating expenses (income)

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

Six Months Ended June 30,

(1) Includes 135 and 313 bitcoin representing our share of the equity method investee, the ADGM entity, for the nine months ended September 30, 2025 and 2024, respectively.

We generated revenues of $704.8 million for the nine months ended September 30, 2025, compared to $442.0 million in the prior year period.

The $262.8 million, or approximately 59%, increase in revenues was primarily driven by an increase in Bitcoin mining revenue and, to a lesser extent, other revenue, partially offset by a decrease in hosting services and other digital assets mining revenue.

The $287.4 million increase in Bitcoin mining revenue was primarily driven by a 73% increase in the average price of bitcoin mined, which contributed $285.8 million, in addition to a $1.6 million increase from bitcoin production during the nine months ended September 30, 2025.

Hosting services was $3.5 million and $29.8 million, for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $26.3 million primarily due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.

Costs and operating expenses

Purchased energy, Operating and maintenance and Third-party hosting and other energy costs

Nine Months Ended September 30,

(in thousands)

Purchased energy costs $ 128,291 $ 59,189 $ 69,102

Operating and maintenance costs 68,466 40,774 27,692

Third-party hosting and other energy costs

212,876 187,280 25,596

Operating and maintenance costs 42,156 31,409 10,747

Supplemental Information (in whole dollars)

1 unchanged sentence

Purchased energy costs per BTC $ 36,118 $ 27,633 $ 8,485

Purchased energy costs during the six months ended June 30, 2025 totaled $85.2 million compared to $32.2 million in the prior year period, an increase of $53.0 million or approximately 165% primarily driven by the expansion of our owned mining sites through acquisitions and our total hashrate growth to 57.4 EH/s.

For the six months ended

June 30, 2025, our Cost per Petahash per day improved to $29.4 from $37.8, or approximately 22%, compared to the prior year period.

For the six months ended June 30, 2025, Purchased energy costs per bitcoin for our owned mining sites was $34,723 compared to $24,581 in the prior year period, primarily due to higher difficulty levels and the April 2024 halving event.

Third-party hosting and other energy costs during the six months ended June 30, 2025 totaled $137.2 million compared to $123.6 million in the prior year period, an increase of $13.6 million or approximately 11%.

The increase was primarily due to the addition of energized miners at third-party hosted facilities.

Operating and maintenance costs during the six months ended June 30, 2025 totaled $42.2 million compared to $31.4 million in the prior year period, an increase of $10.7 million or approximately 34%.

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

Purchased energy costs for the nine months ended September 30, 2025 totaled $128.3 million compared to $59.2 million in the prior year period, an increase of $69.1 million or approximately 117%.

The increase was primarily driven by the expansion of our owned mining sites through acquisitions, higher overall energy consumption and the growth in our total hashrate to 60.4 EH/s.

Our Cost per Petahash per day improved from $37.7 to $29.5, or approximately 22%, compared to the prior year period.

Purchased energy costs per bitcoin for our owned mining sites were $36,118 compared to $27,633 in the prior year period, primarily due to higher network difficulty resulting from an increase in global hashrate and the April 2024 halving event.

Operating and maintenance costs for the nine months ended September 30, 2025 were $68.5 million compared to $40.8 million in the prior year period, an increase of $27.7 million or approximately 68%.

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

Third-party hosting and other energy costs for the nine months ended September 30, 2025 totaled $212.9 million compared to $187.3 million in the prior year period, an increase of $25.6 million or approximately 14%.

The increase was primarily due to the addition of energized miners and the expansion of third-party hosted facilities.

General and administrative expenses

General and administrative expenses were $178.8 million for the six months ended June 30, 2025, compared to $122.4 million in the prior year period.

The $56.4 million, or approximately 46%, increase was primarily due to an increase in the scale of our operations and acquisitions and our pivot from asset-light to a vertically integrated model.

The increase reflects the support to expand our footprint, higher people costs due to a growth in employee headcount and increased professional, administrative and acquisition-related fees.

General and administrative expenses were $264.1 million for the nine months ended September 30, 2025, compared to $181.1 million in the prior year period.

The $83.0 million, or approximately 46%, increase was primarily due to an increase in the scale of our operations, acquisitions and our pivot from asset-light to a vertically integrated model.

The increase reflects the support to expand our footprint, higher personnel costs due to a growth in employee headcount and increased professional, administrative and acquisition-related fees.

Stock-based compensation increased $35.9 million primarily due to the 2025 LTIP grants, an accounting charge due to the modification to the 2024 LTIP awards at the end of 2024, and an increase in headcount.

1 unchanged sentence

Depreciation and amortization

Depreciation and amortization during the six months ended June 30, 2025 totaled $319.6 million compared to $189.1 million in the prior year period primarily due to the deployment of additional mining rigs and an overall increased scale of business.

Depreciation and amortization for the nine months ended September 30, 2025 totaled $487.0 million compared to $291.0 million in the prior year period.

The $196.0 million, or approximately 67%, increase was primarily due to the deployment of additional mining rigs and an overall increased scale of business.

Change in fair value of digital assets

We recognized a gain on digital assets of $451.9 million for the six months ended June 30, 2025 compared to a gain of $340.8 million in the prior year period.

The $111.1 million, or approximately 33%, increase was primarily driven by the rise in bitcoin price.

We recognized a gain on digital assets of $686.1 million for the nine months ended September 30, 2025 compared to a gain of $370.9 million in the prior year period.

The $315.2 million increase was primarily attributable to the rise in the price of bitcoin and increase in our bitcoin holdings compared to the prior year period.

Change in fair value of derivative instrument

The fair value of the derivative instrument increased for the six months ended June 30, 2025 compared to the prior year period, primarily due to the movement in electricity forward curves prices during the respective periods.

We recognized a gain on the change in fair value of derivative instrument of $42.7 million for the nine months ended September 30, 2025 compared to a loss of $35.2 million in the prior year period, primarily due to movements in electricity forward curve prices during the respective periods and the amendment of the commodity swap contract in the second quarter of 2025, lowering the fixed electricity price.

Impairment of assets

Due to a severe storm, we experienced irreparable damage to certain mining equipment at our Garden City mining site and as such, recognized an impairment of $26.0 million for the six months ended June 30, 2025.

Should we successfully receive insurance proceeds, they will be recognized as a gain in the period in which they are received.

During the nine months ended September 30, 2025, a severe storm caused irreparable damage to certain mining equipment at our Garden City mining site.

In accordance with ASC 360, Property, Plant, and Equipment , any unforeseen or unexpected retirements should result in a gain or loss recognized in earnings.

As such, we recognized an impairment of $26.0 million related to the damaged miners for the nine months ended September 30, 2025.

There were no such impairments in the prior year period.

Taxes other than on income

Taxes other than on income were $5.5 million for the six months ended June 30, 2025 compared to $4.1 million in the prior year period.

Taxes other than on income were $7.9 million for the nine months ended September 30, 2025 compared to $6.0 million in the prior year period.

Early termination expenses

In the first quarter of 2024, we entered into termination and transition agreements with the operator from the GC Data Center Acquisition, for an early termination fee of $19.5 million.

In addition, we entered into an agreement for the early termination of a data center hosting agreement with one of its customers, upon which we forgave an outstanding accounts receivable balance of $8.3 million.

There were no such expenses in the current period.

Early termination expenses of $5.0 million for the nine months ended September 30, 2025 were related to the termination of a management agreement at one of our owned mining facilities, which subsequently transitioned to internal management.

In the prior year period, early termination expenses of $38.1 million primarily related to the termination of customer hosting agreements and the forgiveness of an outstanding receivable balance of a customer acquired in the GC Data Center Acquisition.

Research and development

Research and development expenses were $17.8 million for the six months ended June 30, 2025 compared to $6.3 million in the prior year period.

Research and development expenses were $26.6 million for the nine months ended September 30, 2025 compared to $9.1 million in the prior year period.

Restructuring costs

Restructuring costs were $20.9 million for the nine months ended September 30, 2025, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs incurred in connection with our restructuring plan.

There were no such expenses in the prior year period.

Change in fair value of digital assets - receivable, net

We recognized a gain on digital assets - receivables, net of $230.5 million for the six months ended June 30, 2025.

We recognized a gain on digital assets - receivables, net of $339.3 million for the nine months ended September 30, 2025, resulting from an increase in the fair value associated with our bitcoin loaned, actively managed and pledged as collateral.

There were no such activities in the prior year period.

Equity in net earnings of unconsolidated affiliate

During the six months ended June 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $0.9 million, compared to an income of $1.3 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 106 bitcoin and approximately $6.3 million of depreciation and amortization during the six months ended June 30, 2025, whereas in the prior year period, our share of the ADGM Entity’s operating results included earnings from production of 268 bitcoin, a $4.1 million impairment of property and equipment and approximately $6.1 million of depreciation and amortization.

During the nine months ended September 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $2.6 million, compared to a loss of $0.8 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 135 bitcoin and approximately $9.5 million of depreciation and amortization during the nine months ended September 30, 2025, while in the prior year period, our share of the ADGM Entity’s operating results included earnings from production of 313 bitcoin, a $4.1 million impairment of property and equipment and approximately $9.2 million of depreciation and amortization.

Interest income, Interest expense and Other

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024 $

Interest income

Interest income from loaned bitcoin

4 unchanged sentences

Other (1,891) 1,891 (3,782)

Interest income increased by $16.7 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our bitcoin asset management strategy in the current period and a higher average balance of cash and cash equivalents.

Interest expense increased for the six months ended June 30, 2025 by $20.2 million primarily due to the Convertible Notes and the Line of Credit.

Other of $3.0 million for the six months ended June 30, 2025 primarily related to a net gain on investments of $12.4 million, partially offset by a $7.0 million loss on bitcoin derivative settlements and an increase of the allowance for credit loss.

Income tax expense

We recorded income tax expense of $89.3 million for the six months ended June 30, 2025 compared to an income tax expense of $6.4 million in the prior year period.

Interest income increased by $30.5 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our digital asset management strategy in the current period and a higher average balance of cash and cash equivalents.

Interest expense increased for the nine months ended September 30, 2025 by $30.6 million primarily due to the interest bearing Convertible Notes and the Line of Credit.

Other of $1.9 million for the nine months ended September 30, 2025 was primarily due to net losses within our SMA and internal bitcoin trading activities, partially offset by a net gain on investments of $12.4 million, a reduction to the allowance for credit loss and a gain on extinguishment of debt related to the December 2026 Notes.

Income tax benefit (expense)

We recorded income tax expense of $127.0 million for the nine months ended September 30, 2025 compared to an income tax benefit of $42.8 million in the prior year period.

The $127.0 million income tax expense primarily reflects changes in pretax book income and loss during the periods, driven largely by fair value adjustments related to digital assets.

NON-GAAP FINANCIAL MEASURES

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

We define Adjusted EBITDA as (a) GAAP net income (loss) attributable to common stockholders plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items, which currently include (i) stock based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of assets, (iv) net gain on investments and (v) early termination expenses.

In order to provide a more comprehensive understanding of the information used by our management team in financial and operational decision-making, we supplement our Condensed Consolidated Financial Statements that have been prepared in accordance with GAAP with the non-GAAP financial measure of Adjusted EBITDA.

We define Adjusted EBITDA as (a) GAAP net income (loss) attributable to common stockholders plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items, which currently include (i) stock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) net gain from extinguishment of debt, (vii) net gain/loss on investments and (viii) early termination expenses.

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

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

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

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

1 unchanged sentence

Adjusted EBITDA is not a recognized financial measure under GAAP.

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

When analyzing our operating results, investors should use Adjusted EBITDA in addition to, but not as an alternative for, the most directly comparable

financial results calculated and presented in accordance with GAAP.

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

1 unchanged sentence

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

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

1 unchanged sentence

$ 123,128 $ (124,789) $ 398,164 $ 12,725

Interest expense (income), net

Interest income, net

(4,929) (1,552) (3,779) (3,808)

5 unchanged sentences

Stock-based compensation expense

38,466 23,340 142,237 103,585

Change in fair value of derivative instrument 4,422 58,234 (42,717) 35,235

Impairment of assets

Restructuring costs 20,905 — 20,905 —

Acquisition and integration costs (2)

1,475 — 1,475 —

Net gain on investments (2)

Net gain from extinguishment of debt (3)

(1,029) — (1,029) —

Net (gain) loss on investments (3)

— 1,000 (12,429) (4,236)

Early termination expenses

1 unchanged sentence

Adjusted EBITDA (4)

(1) Includes approximately $3.2 million and $3.5 million of depreciation and amortization for the three months ended June 30, 2025 and 2024, respectively, and approximately $6.3 million and $6.1 million of depreciation and amortization for the six months ended June 30, 2025 and 2024, respectively, representing our share in the results of our equity method investee, the ADGM entity, reported in “Equity in net earnings of unconsolidated affiliate” on the Condensed Consolidated Statements of Operations.

Additionally, for the three and six months ended June 30,

2024, depreciation and amortization includes approximately $0.2 million and $0.9 million, respectively, of amortization that was previously classified within “General and administrative” on the Condensed Consolidated Statements of Operations.

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

Refer to Note 8 – Investments in the notes to our Condensed Consolidated Financial Statements for further information.

$ 395,637 $ 22,343 $ 1,157,527 $ 438,994

(1) Includes approximately $3.2 million and $3.1 million of depreciation and amortization for the three months ended September 30, 2025 and 2024, respectively, and approximately $9.5 million and $9.2 million of depreciation and amortization for the nine months ended September 30, 2025 and 2024, respectively, representing our share in the results of our equity method investee, the ADGM entity, reported in “Equity in net earnings of unconsolidated affiliate” on the Condensed Consolidated Statements of Operations.

Additionally, for the three and nine months ended September 30, 2024, depreciation and amortization includes approximately $0.5 million and $1.4 million, respectively, of amortization that was previously classified within “General and administrative” on the Condensed Consolidated Statements of Operations.

(2) Acquisition and integration costs are reported in “General and administrative” on the Condensed Consolidated Statements of Operations.

(3) Net gain from extinguishment of debt and net (gain) loss on investments are reported in “Other” on the Condensed Consolidated Statements of Operations.

Refer to Note 8 – Investments and Note 14 – Debt in the notes to our Condensed Consolidated Financial Statements for further information.

(4) Excludes interest income earned from our bitcoin lending activities of $9.6 million and $22.7 million for the three and nine months ended September 30, 2025, respectively.

FINANCIAL CONDITION AND LIQUIDITY

The following table presents a summary of our cash flow activity for the six months ended June 30, 2025 and 2024:

For the Six Months Ended June 30,

The following table presents a summary of our cash flow activity for the nine months ended September 30, 2025 and 2024:

For the Nine Months Ended September 30,

(in thousands) 2025 2024

5 unchanged sentences

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)

2 unchanged sentences

$ 838,392 $ 176,256

Cash flows for the six months ended June 30, 2025:

Cash, cash equivalents and restricted cash totaled $121.5 million at June 30, 2025, a decrease of $282.3 million from December 31, 2024.

Cash flows for the nine months ended September 30, 2025:

Cash, cash equivalents and restricted cash totaled $838.4 million at September 30, 2025, an increase of $434.6 million from December 31, 2024.

Cash flows from operating activities resulted in a use of funds of $578.0 million, as net income, adjusted for non-cash and non-operating items, in the amount of $122.0 million was offset by the use of cash of $700.0 million from changes in operating assets and liabilities.

2 unchanged sentences

Changes in cash flows from operating assets and liabilities were primarily driven by a use of funds associated with revenues from operations of $698.3 million.

Cash flows from investing activities resulted in a use of funds of $337.0 million, primarily resulting from the use of funds for the purchase of property and equipment of $157.8 million, advances to vendors of $108.4 million, payment of $36.4 million to acquire the Wind Farm for an additional 114 MW of nameplate capacity and the purchase of 340 bitcoin for $27.1 million at an average cost to purchase bitcoin of $79,797.

Cash flows from investing activities resulted in a use of funds of $622.7 million, primarily resulting from the use of funds for advances to vendors of $215.5 million, the purchase of property and equipment of $242.6 million, payment of $36.4 million to acquire the Wind Farm for an additional 114 megawatts of nameplate capacity and the purchase of 2,597 bitcoin for $282.1 million at an average cost to purchase bitcoin of $108,634.

The use of funds was partially offset by proceeds from the sale of digital assets of $182.4 million and the sale of property and equipment of $3.7 million.

Cash flows from financing activities resulted in a source of cash of $433.6 million, primarily from the periodic issuance of common stock under our 2024 ATM and 2025 ATM of $319.3 million and securing an additional $150.0 million line of credit.

As of June 30, 2025, the facility was fully utilized.

Cash flows from financing activities provided $1.6 billion, primarily from the periodic issuance of common stock under our 2024 and 2025 ATM programs totaling $571.9 million, the issuance of $1.0 billion of the August 2032 Notes, net of issuance costs, and securing an additional $150.0 million line of credit established and fully utilized as of September 30, 2025.

The source of funds were partially offset by $39.8 million of capped call transactions associated with the August 2032 Notes and the repayment of $18.3 million of the December 2026 Notes.

Bitcoin holdings:

At June 30, 2025, we held a total of 49,951 bitcoin, including 15,550 bitcoin under our bitcoin asset management strategy, on our Condensed Consolidated Balance Sheets with a total fair value of $5.3 billion.

The fair value of a single bitcoin was approximately $107,173 at June 30, 2025.

At June 30, 2025, approximately 7,877 of our total bitcoin holdings were loaned to third parties to generate additional return, 2,004 of our bitcoin holdings were allocated and actively managed under an SMA earning investment income and 5,669 bitcoin were pledged as collateral for outstanding borrowings under the Line of Credit.

Bitcoin under our bitcoin asset management strategy are classified as “Digital asset - receivables, net” on the Condensed Consolidated Balance Sheets with a carrying value of $1.6 billion.

At September 30, 2025, we held a total of 52,850 bitcoin, including 17,357 bitcoin under our digital asset management strategy, on our Condensed Consolidated Balance Sheets with a total fair value of $6.0 billion.

The fair value of a single bitcoin was approximately $114,068 at September 30, 2025.

At September 30, 2025, approximately 10,377 of our total bitcoin holdings were loaned to third parties to generate additional return, 1,903 of our bitcoin holdings were allocated and actively managed under an SMA earning investment income and 5,077 bitcoin were pledged as collateral for outstanding borrowings under the Line of Credit.

Bitcoin under our digital asset management strategy are classified as “Digital asset - receivables, net” on the Condensed Consolidated Balance Sheets with a carrying value of $2.0 billion.

Consistent with our bitcoin investment approach, the remaining 35,493 unrestricted bitcoin were classified as long-term assets under “Digital assets, net of current portion” on the Condensed Consolidated Balance Sheets with a fair value of $4.0 billion.

Our holdings as of June 30, 2025 excluded 2 bitcoin held by our equity method investee, pending dividend to us.

Our holdings as of September 30, 2025 excluded 11 bitcoin held by our equity method investee, pending dividend to us.

During the third quarter of 2025, we made a strategic change to our bitcoin investment approach and may opt to sell a portion of the bitcoin produced from our mining operations to support our ongoing operating expenses.

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

3 unchanged sentences

At-the-Market Offering Programs and Proceeds:

As of June 30, 2025, we sold 20,406,546 shares of common stock for an aggregate purchase price of $319.3 million, net of commission and offering expenses of $3.7 million, pursuant to the 2024 ATM and 2025 ATM.

As of June 30, 2025, approximately $1.8 billion of our common stock remained available for issuance and sale pursuant to the 2025 ATM.

As of September 30, 2025, we sold 35,339,308 shares of common stock for an aggregate purchase price of $571.9 million, net of commission and offering expenses of $4.9 million, pursuant to the 2024 ATM and 2025 ATM.

As of September 30, 2025, approximately $1.5 billion of our common stock remained available for issuance and sale pursuant to the 2025 ATM.

Liquidity and Capital Resources:

Cash and cash equivalents, excluding restricted cash, totaled $109.5 million and the fair value of digital asset holdings, including bitcoin under our bitcoin asset management strategy, was $5.3 billion at June 30, 2025.

The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, including bitcoin under our bitcoin asset management strategy, totaled nearly $5.4 billion as of June 30, 2025.

During the six months ended June 30, 2025, our operating and investing activities used $715.9 million of cash.

However, we continue to hold a significant digital asset position, which appreciated by $682.3 million during the period.

While we classify our digital assets and digital asset receivables as long-term, consistent with our bitcoin investment approach, both asset types are readily convertible to cash.

Cash and cash equivalents, excluding restricted cash, totaled $826.4 million and the fair value of digital asset holdings, including bitcoin under our digital asset management strategy, was $6.0 billion at September 30, 2025.

The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, including bitcoin under our digital asset management strategy, totaled nearly $6.9 billion as of September 30, 2025.

During the nine months ended September 30, 2025, our operating and investing activities used $1.2 billion of cash.

However, we continue to hold a significant digital asset position, which appreciated by $1.0 billion during the period.

While we classify our digital assets, net of current portion and digital asset – receivable, net as long-term, consistent with our bitcoin investment approach, both asset types are readily convertible to cash.

Our significant bitcoin holdings, along with associated unrealized gains, provide a potential source of liquidity if monetized.

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.

Subsequent to the quarter end, we issued a $950.0 million aggregate principal amount of 0.00% Convertible Senior notes due 2032.

Refer to Note 18 – Subsequent Events in the notes to our Condensed Consolidated Financial Statements, for further information.

Additionally, during the nine months ended September 30, 2025 we issued a $1.0 billion aggregate principal amount of 0.0% Convertible Senior notes due 2032.

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

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

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

We expect to sell a portion of the bitcoin we produce to support ongoing operations and may seek to fund other business activities, particularly growth initiatives, through the public capital markets, primarily through periodic equity issuances using our at-the-market facilities.

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

4 unchanged sentences

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

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

banks’ activity in our sector and provide us with expanded access to traditional financing, such as debt financing, project financing and other capital.

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

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

We entered into an investment agreement on August 11, 2025, to acquire an approximate 64% 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.

The agreement also provides the option to increase ownership up to 75% by 2027 through additional contingent payments of up to approximately $127.0 million, based on the achievement of specified performance milestones.

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

1 unchanged sentence

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

As of June 30, 2025, we had a remaining commitment of approximately $51.4 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2025.

Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) remaining interest payments of approximately $0.3 million and $3.2 million through the remainder of the calendar year 2025 for the 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”) and the 2.125% Convertible Senior Notes due 2031 (the “September 2031 Notes”), respectively, (ii) annual interest payments of approximately $0.7 million in the 2026 calendar year in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2026 through 2031 in connection with the September 2031 Notes and (iii) principal for each of the Convertible Notes upon maturity, for a total of $2.3 billion, will be payable under the terms of the Convertible Notes.

As of September 30, 2025, we had a remaining commitment of approximately $83.9 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2025.

Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) remaining interest payments of approximately $0.1 million and $1.6 million through the remainder of the calendar year 2025 for the December 2026 Notes and the September 2031 Notes, respectively, (ii) annual interest payments of approximately $0.5 million in the 2026 calendar year in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2026 through 2031 in connection with the September 2031 Notes and (iii) principal for each of the Convertible Notes upon maturity, for a total of $3.3 billion, will be payable under the terms of the Convertible Notes.

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

2 unchanged sentences

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

We secured an additional line of credit for $150.0 million in the first quarter of 2025, collateralized by 3,250 of our bitcoin holdings.

We used the funds for general corporate purposes.

As of June 30, 2025, the facility was fully utilized.

We secured an additional line of credit for $150.0 million in the first quarter of 2025, initially collateralized by 3,250 of our bitcoin holdings.

Together with the existing $200.0 million line of credit established in 2024, the Company had an aggregate of $350.0 million outstanding under its Line of Credit as of September 30, 2025, all of which were fully utilized.

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

CRITICAL ACCOUNTING ESTIMATES

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

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

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

We account for income taxes in accordance with ASC 740, Income Taxes , using the asset and liability method.

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

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in operations in the period that includes the enactment date.

Management must make assumptions, judgments and estimates to determine our income tax benefit or expense and deferred tax assets and liabilities.

We recognize tax positions when they are more likely than not to be sustained.

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

Each period, we evaluate tax positions and adjust related tax assets and liabilities in light of changing facts and circumstances.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”), a comprehensive tax reform package containing a wide array of provisions impacting businesses.

Among other changes, the OBBBA extends or permanently enacts several business and international tax measures originally introduced under the Tax Cuts and Jobs Act of 2017, which were previously scheduled to expire at the end of 2025.

The enactment of the OBBBA did not have a material impact on our effective tax rate for the quarter ended September 30, 2025, and we do not expect it to materially affect our effective tax rate for 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis