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Item 1. Business

2026-03-02 compared with 2025-03-03 · 172 added, 108 removed, 84 unchanged (77% of the section changed)

CORPORATE OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MARA is an energy and digital infrastructure company focused on acquiring, managing, and allocating energy to its highest-value uses.

We use Bitcoin mining as a flexible, energy-responsive workload to monetize excess and underutilized power and to optimize power management across our portfolio.

In parallel, we are in the process of developing artificial intelligence (“AI”) inference and high-performance computing (“HPC”) capabilities.

We operate across four continents and 18 data centers in North America, the Middle East, Europe, and Latin America, with approximately 1.9 gigawatts (“GW”) of total capacity.

Our strategy is centered on the ownership and control of energy and digital infrastructure.

While our earlier growth strategy emphasized an asset-light model, we have strategically transitioned to an energy and digital infrastructure company, expanding our owned portfolio capacity to approximately 70%.

By expanding our ownership of sites and power infrastructure, we enhance operating control, improve margin durability, and support long-term capital efficiency.

As demand for energy-optimized compute infrastructure accelerates, particularly from AI and HPC workloads, we are in the process of deploying and scaling AI inference and HPC capabilities within our existing footprint.

We are reallocating a meaningful portion of our capacity to support AI and HPC applications, leveraging the same integrated energy and data center platform that underpins our mining operations.

These initiatives position us to support multiple high-intensity compute workloads at scale within a unified operating model.

In support of these initiatives, we acquired a majority ownership interest in Exaion SaS (“Exaion”), a company that develops and operates HPC data centers and provides secure cloud and AI infrastructure, further strengthening our position in the technology industry.

Additionally, as part of this expansion, we entered into a strategic agreement (the “Strategic Agreement”) with Starwood Digital Ventures (“Starwood”) to develop, finance and operate AI and HPC infrastructure on select power-rich sites within our existing portfolio.

Under the Strategic Agreement, we will contribute certain sites to and retain up to a 50% ownership interest in a newly formed joint venture, while Starwood will lead engineering, procurement and construction activities, secure hyperscale tenancy and operate the assets.

The joint venture structure is designed to enable us to participate in the development of hyperscale AI and HPC infrastructure in a capital-efficient and strategically flexible manner, leveraging our energized sites and operational expertise alongside Starwood’s development capabilities, financing experience and hyperscale customer relationships, and may be expanded to include additional sites within our portfolio over time.

We expect Bitcoin mining to continue at certain of these sites alongside AI and HPC development, allowing us to utilize power efficiently as high-performance compute capacity is being deployed.

The joint platform is expected to provide more than 1 GW of initial IT capacity in the initial development, with a potential pathway to expand to more than 2.5 GW over time.

Bitcoin mining remains the foundation of our platform.

We produce, or “mine,” bitcoin using a large fleet of specialized, energy-efficient computers and operate our hardware with flexibility and discipline to maximize the value generated from every megawatt we manage.

We believe we are one of the largest holders of bitcoin among publicly traded companies.

Our bitcoin holdings are primarily generated through our mining operations.

We treat bitcoin as a productive asset, selectively activating a portion of our bitcoin holdings through lending arrangements, structured trading strategies, collateralized financing, and other bitcoin-denominated transactions designed to generate incremental income, support operations, and fund strategic growth.

In addition, we participate in Bitcoin-related projects focused on the technological development of hardware, firmware, mining pools, and side chains that leverage blockchain cryptography.

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

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

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

BITCOIN BLOCKCHAIN

Bitcoin and Bitcoin Mining

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

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

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

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

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

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

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

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

This eliminates the need for intermediaries, which can be slow and expensive, and makes the network resistant to censorship and fraud.

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

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

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

Bitcoin Network

Bitcoin is a decentralized digital asset that operates on an open-source protocol, known as the Bitcoin protocol.

The Bitcoin protocol is maintained by a peer-to-peer network of decentralized user nodes that collectively validate transactions and maintain a public transaction ledger, known as the Bitcoin blockchain.

The Bitcoin blockchain records bitcoin holdings and all validated transactions that have occurred on the network.

Bitcoin is not issued or backed by any government or central bank and is not linked to any fiat currency or country’s monetary policy.

Balances of bitcoin are stored in digital “wallets,” which associate public addresses on the network with one or more private cryptographic keys that control the transfer of bitcoin.

The Bitcoin blockchain is designed to be immutable and is updated through a consensus process without any single entity owning or operating the network.

When a user initiates a transaction on the Bitcoin network, it is broadcast to the network and added to a pool of unconfirmed transactions known as the “mempool.” Miners, which operate specialized hardware, known as Bitcoin mining rigs or application-specific integrated circuits (“ASICs”), compete to process these unconfirmed transactions and assemble them into a “block.” The first miner to successfully validate a block through the network’s proof-of-work consensus mechanism receives a reward in the form of newly issued bitcoin (block subsidy) and transaction fees associated with the validated transactions.

Once validated and added to the Bitcoin blockchain, transactions are cryptographically secured and are intended to be resistant to alteration.

The Bitcoin blockchain operates on a public, open-source architecture consisting of a distributed network of computers, known as nodes, that independently verify transactions and enforce the rules of the Bitcoin protocol.

Because the network is decentralized and transparent, users can verify transactions without reliance on a centralized intermediary.

Bitcoin Mining

Bitcoin mining plays a key role in maintaining the Bitcoin network by providing the computational power necessary to validate transactions and add new blocks to the blockchain.

Increases in network computational power may also enhance the overall security of the Bitcoin blockchain.

Enhanced network security and participation may influence adoption, transaction activity and transaction fee levels.

As of December 31, 2025, we operated approximately 490,000 mining rigs globally, including our proportionate share of mining rigs attributable to our equity method investee, the Abu Dhabi Global Markets company (the “ADGM Entity”), with an energized hashrate of approximately 66.4 exahashes per second (“EH/s”).

During the year ended December 31, 2025, we mined 8,799 bitcoin.

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

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

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

We seek to maximize our chances of successfully processing blocks on the Bitcoin blockchain by growing our hashrate, or the amount of computational power we devote to supporting the Bitcoin blockchain.

Generally, a miner’s probability of successfully processing a block and earning the associated reward is a function of its share of the total network hashrate, which represents the aggregate computational power deployed across the Bitcoin network.

As additional mining operators deploy hashrate, the Bitcoin network’s hashrate grows, which may reduce a miner’s relative share of the network if it does not expand its hashrate at a comparable pace.

Bitcoin “Halving” Events

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

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

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

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

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

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

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

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

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

The transaction fee was not impacted by the halving.

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

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

At each halving, the block subsidy portion of the miner reward is cut in half, hence the term “halving.” The block subsidy was initially set at 50 bitcoin per block and has been reduced through successive halvings.

The most recent halving occurred in April 2024, reducing the block reward from 6.25 bitcoin t o 3.125 bitcoin per block.

T he next halving for

the Bitcoin blockchain is anticipated to occur around April 2028, although the exact timing depends on the rate at which blocks are mined .

Halving events reduce the rate at which new bitcoin is issued and will continue until the aggregate supply of bitcoin reaches 21,000,000, which is expected to occur around 2140.

While halving events are predetermined under the Bitcoin protocol, their impact on bitcoin prices, mining economics, network hashrate and transaction fee levels is uncertain and depends on a variety of market and network factors.

Factors Affecting Profitability

Market Price of Bitcoin

Our business is heavily dependent on the price of bitcoin.

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

Our business is highly dependent on the market price of bitcoin.

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

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

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

ARTIFICIAL INTELLIGENCE AND AI INFERENCE

AI refers to software systems that perform tasks that typically require human intelligence, such as recognizing patterns, generating language, and making predictions.

Many modern AI systems are built using machine learning models trained on large datasets, including large language models (“LLMs”), which are neural networks designed to process and generate text.

After an LLM is trained, it can be deployed to produce outputs for new inputs.

“AI inference” refers to running a trained AI model in production to generate outputs (e.g., responses, classifications, or predictions) from new inputs.

For LLMs, inference typically occurs by processing and generating text in units called “tokens,” and the economics are increasingly measured by “cost per token.” We believe inference economics are shifting toward energy efficiency because inference consumes electricity continuously, making power cost and operating efficiency key inputs to scalable deployment.

We are particularly focused on inference architectures that can be deployed in smaller, purpose-built environments (including edge deployments) and that can

support secure and private use cases where enterprises and the public sector require greater control, locality, and predictability versus public cloud models.

The Company’s core capabilities are in operating power-intensive computing infrastructure and managing energy at scale.

Our data center infrastructure and operating experience have been developed primarily to support continuously operating workloads under varying grid and energy conditions.

Certain elements of this infrastructure may be applicable to AI inference workloads.

The Company may evaluate opportunities to allocate portions of its infrastructure to inference-related use cases.

Factors Affecting Profitability

AI Inference Activities and Revenue Potential

As we evaluate and develop AI inference capabilities within our infrastructure, we expect any potential AI-related revenue to be derived from offering inference compute capacity and private, dedicated cloud solutions to third-party customers, with pricing based on usage, capacity commitments, or other commercial arrangements.

These offerings are intended to leverage our data center footprint, energy access, and operational expertise.

To date, our efforts have focused on deploying initial inference infrastructure, selling tokens to the marketplace, testing configurations, and assessing operational requirements.

Our AI inference initiatives are currently limited to early-stage evaluation, testing, and operational assessment, and we have not yet generated material revenue from these activities.

Demand and Utilization of Inference Compute

The profitability of AI inference infrastructure, if pursued, would depend on customer demand, pricing dynamics, and the Company’s ability to achieve and maintain sufficient utilization of deployed capacity.

The AI infrastructure market is highly competitive and includes hyperscale cloud providers and specialized infrastructure operators with significant financial, technical, and operational resources.

Competitive pressures, changes in customer deployment preferences, and utilization could affect margins.

Energy Costs and Operating Efficiency

Energy costs and operating efficiency are expected to be key factors influencing the economics of AI inference workloads, which typically consume significant power.

Our ability to provide inference services profitably would depend on maintaining access to reliable, cost-effective energy and operating compute efficiently.

AI inference workloads require reliable power and capital investment in compute and data center infrastructure.

The economics of any inference-related activities are sensitive to energy costs, hardware efficiency, operating reliability, and capital deployment decisions.

Changes in energy prices, grid conditions, equipment performance, or operational efficiency could affect the Company’s profitability.

STRATEGIC FOCUS

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

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

Our focus in 2025 was on deliberate investment and foundation-building for our next phase of growth.

We executed key initiatives required to support the continued evolution of our next-generation infrastructure platform integrating Bitcoin mining, power generation, AI and HPC.

Building on our prior initiatives, we continued to grow our owned and operated sites, enhanced operating control, and deployed capital with discipline while navigating increased volatility driven by changes in bitcoin prices.

Key activities and milestones during 2025 included the following:

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

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

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

The acquisition closed subsequent to year end.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• We increased our hashrate to 66.4 EH/s.

• We acquired a wind farm in Hansford County, Texas, with 240 MW of interconnection capacity and 114 MW of nameplate wind capacity to establish a behind-the-meter data center at low energy costs.

• We announced a letter of intent with MPLX LP aimed at expanding our access to lower-cost natural gas and scalable power capacity to support potential power generation and compute infrastructure development.

We remain actively engaged in evaluating a transaction structure that aligns with our disciplined capital allocation strategy.

• We increased our Nebraska footprint through an acquisition of a 42 MW total capacity data center adjacent to an existing site, expanding our Nebraska campus by approximately 40%.

With attractive power rates, we expect this acquisition to lower our average cost to mine at our Nebraska campus while strengthening our owned infrastructure footprint and providing option value for future AI and HPC workloads.

This acquisition closed subsequent to year end.

• We acquired a majority ownership interest in Exaion, expanding our capabilities in the AI and HPC infrastructure and enhancing our ability to deliver secure and scalable cloud solutions.

This acquisition closed subsequent to year end.

• We remained strategically focused on enhancing shareholder value and continued to diversify our bitcoin portfolio.

At year end, approximately 15,315 bitcoin were activated under our digital asset management strategy, generating approximately $32.1 million of interest income through our lending arrangements.

• We grew our total bitcoin holdings, including bitcoin held under our digital asset management strategy, by 20% to 53,822 as of December 31, 2025, which highlights our commitment to our core operations.

• On February 26, 2026, we announced our Strategic Agreement with Starwood, marking an important step in our AI and HPC initiatives.

Under the Strategic Agreement, MARA and Starwood will jointly develop, finance and operate AI and HPC infrastructure on select power-rich sites within our existing portfolio.

Our primary focus in 2026 is the continued development of a diversified digital infrastructure platform, with Bitcoin mining remaining the foundation of this strategy.

We have grown rapidly to become a global leader in leveraging Bitcoin mining to support energy transformation.

We achieved this milestone through an asset-heavy strategy that included deploying our Bitcoin miners at third-party hosted sites and executing strategic acquisitions.

In 2025, we acquired 4,267 bitcoin at an average price of $111,034 and mined an additional 8,799 bitcoin, increasing our total bitcoin holdings to 53,822 as of December 31, 2025.

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

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

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

These holdings were valued at approximately $4.7 billion based on a spot price of $87,498 per bitcoin on December 31, 2025, strengthening our liquidity position, a priority that we intend to continue focusing on in 2026.

Under our digital asset management strategy, as of December 31, 2025, approximately 9,377 bitcoin were loaned to third parties to generate additional returns and approximately 5,938 bitcoin were pledged as collateral for outstanding borrowings.

Our combined cash and cash equivalents, excluding restricted cash and digital assets, including bitcoin under our digital asset management strategy, totaled $5.3 billion as of December 31, 2025.

Refer to Part II, Item 7.

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

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

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

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

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

Historically, we held the bitcoin we produced as a long-term investment.

In the second half of 2025, we began selling bitcoin to fund operations.

In 2026, we expect to continue to monetize bitcoin opportunistically to enhance our financial flexibility, including to provide liquidity or to fund capital projects and other initiatives that we believe enhance long-term shareholder value, subject to market conditions and our capital allocation priorities.

Alongside our Bitcoin mining foundation, we are in the process of taking initial steps to extend our platform beyond Bitcoin mining and into AI and HPC workloads, leveraging our core competencies in energy ownership, flexible load management, and rapid compute deployment.

As we continue to scale, our strategy remains focused on allocating energy to its highest value application across Bitcoin mining, grid participation, and emerging compute workloads.

We believe this energy focused, ownership-based approach positions us to support capital efficiency, as demand for both digital assets and energy-efficient compute continues to grow.

Research and Development

Our research and development (“R&D”) efforts play a critical role in driving our innovation and growth.

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

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

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

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

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Once we have identified a promising idea, the next step is to develop a prototype.

This typically involves creating a small-scale version of the product or service, which can be tested and evaluated in order to identify potential issues and improve the design.

This process typically involves creating a small-scale version of the product or service, which can be tested and evaluated in order to identify potential issues and improve the design.

We conduct market research to understand the potential market for the product or service.

The final step in our R&D process is testing and validation.

This involves conducting thorough testing of the prototype to identify any issues or flaws, and to ensure that it meets our rigorous quality standards.

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

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

This step involves conducting thorough testing of the prototype to identify any issues or flaws, and to ensure that it meets our rigorous quality standards.

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

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

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

We deploy miners at sites on four continents.

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

Site Location

We have strategically expanded our portfolio of owned and operated sites, which now represents approximately 70% of our total operating capacity.

We operate across four continents and 18 data centers, reflecting our global reach and operational scale.

While Bitcoin mining remains the foundation of our platform, we are in the process of taking initial steps to extend our platform into AI and HPC, leveraging our existing infrastructure and operational expertise.

Central Texas represents our largest owned and operated region, with facilities located across three cities.

Our Granbury, Texas site supports approximately 300 megawatt (“MW”) of total capacity and is one of the largest containerized liquid immersion-cooled sites worldwide.

Granbury serves as our lead performing data center and is among the first of our sites where we have begun integrating inference capabilities.

As of December 31, 2025, Granbury had an energized hashrate of 12.3 EH/s.

Our other Central Texas sites collectively provide approximately 250 MW of total capacity, supporting colocation operations, and include assets capable of on-site power generation and flare-gas utilization.

Our East Ohio region includes facilities across two cities that operate as grid connected sites and collectively support approximately 225 MW of total capacity.

Our North Texas site consists of a 180 MW wind farm.

In Central Ohio, our grid connected facility contributes an additional 150 MW, further strengthening our overall capacity footprint.

Subsequent to year end, we expanded our footprint in central Nebraska through an acquisition, increasing our total capacity in that region by approximately 40% to 142 MW.

Internationally, we operate five facilities across three different countries as part of a broader international strategy to position MARA as a power-advantaged digital infrastructure platform beyond the United States.

Subsequent to year end, we completed the acquisition of Exaion, a subsidiary of EDF Pulse Ventures, based in France, further strengthening our position in AI and HPC infrastructure and international presence.

In addition to our owned and operated sites, we have continued to expand our hosted mining operations across five third-party hosted sites in three regions pursuant to hosting arrangements.

As of December 31, 2025, these hosted sites collectively provided approximately 537 MW of total capacity and 29.2 EH/s of energized hashrate.

The following table presents our current and total MW capacity and energized hashrate in EH/s:

Operational Capacity (MW)

Growth Capacity (MW) (1)

Total Nameplate Capacity (MW)

Energized Exahash

Granbury, Texas Colocated generation + grid 232 68 300 12.1

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

Hannibal, Ohio Grid connection 41 159 200 —

Hansford County, Texas (2)

Colocated with wind generation — 180 180 —

Findlay, Ohio Grid connection 26 124 150 1.2

Kearney, Nebraska Grid connection 92 8 100 5.8

Hopedale, Ohio Grid connection 21 4 25 0.9

Hearne, Texas Flare gas 22 — 22 0.6

International Various 57 — 57 2.1

Total Capacity (MW) (1)

Energized Hashrate (EH/s)

Central Texas 411 550 21.8

East Ohio 79 225 4.0

North Texas 78 180 2.4

Central Ohio 28 150 1.3

Central Nebraska (2)

International 57 77 2.3

Total Owned Sites

McCamey, Texas Colocated generation + grid 216 — 216 7.6

Ellendale, North Dakota Grid connection 180 — 180 10.5

Jamestown, North Dakota Grid connection 93 — 93 3.7

Other Various 12 — 12 0.6

779 1,324 37.2

Central North Dakota 273 273 16.6

West Texas 216 216 10.2

Other 48 48 2.4

Total Hosted Sites

Total 1,118 617 1,735 53.2

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

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

1,315 1,861 66.4

(1) Includes additional capacity subject to certain utility approval, interconnection studies, land lease/acquisitions and/or regulatory approvals.

(2) Includes the acquisition of a 42 MW data center in central Nebraska, closed subsequent to year end on January 21, 2026.

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

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Miners may organize themselves in mining pools.

We compete or may in the future compete with other companies that focus all or a portion of their activities on owning or operating digital asset exchanges, developing programming for the blockchain, and mining activities.

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

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

We compete or may in the future compete with other companies, individuals and mining pools across the globe that focus all or a portion of their activities on owning or operating digital asset exchanges, developing programming for the blockchain, and mining activities.

Competition occurs along numerous metrics, including the total number of miners, the average hashrate, the size and skill of the mining pool in which we participate, and the efficiency of our mining operations.

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

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

As we expand into the AI and HPC markets, we also face competition from established data-center operators and infrastructure providers with significant capital resources, brand recognition and technical expertise.

We compete in this market for access to suitable land and power, advanced hardware, technical talent, and customers seeking AI and HPC compute power.

We believe that our experience in the digital asset mining industry will enable us to compete favorably within the AI and HPC markets.

INTELLECTUAL PROPERTY

We actively use specific hardware and software for digital asset mining operations.

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

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

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

Similarly, AI inference models may be available on open-source terms, which benefits our service of AI and HPC workloads.

We currently own six patents in the United States and have 18 patent applications pending.

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

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

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

Our patents improve efficiency to decrease settlement risk, expand server and radio functionalities, and improve the efficiency of cooling systems.

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

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

We maintain and pursue these rights both within the United States and in certain international jurisdictions.

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

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

REGULATORY LANDSCAPE

Bitcoin Mining

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

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Other regulatory bodies have demonstrated an interest in regulating or investigating companies engaged in blockchain or cryptocurrency businesses.

On July 18, 2025, the Guiding and Establishing National Innovation for U.S.

Stablecoins Act (the “GENIUS Act”) was passed and signed into law in the United States, which directs for a federal regulatory framework for the issuance of “payment stablecoins” that are designed to be used as a means of payment and settlement.

The GENIUS Act provides a framework for the issuance and oversight of “payment stablecoins” and specifies the circumstances under which such digital assets would not be treated or regulated as securities.

More recently, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) passed the U.S.

House of Representatives and is currently under consideration in the U.S.

If passed in its current form, the CLARITY Act would grant the CFTC jurisdiction and regulatory authority with respect to “digital commodities,” including by establishing new registration requirements for digital commodity exchanges, brokers, and dealers.

If passed, the CLARITY Act could impose additional regulatory requirements on companies holding digital assets as well as their asset managers.

Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to our business, or when they may be effective.

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

As we expand into the development and operation of AI and HPC workloads, we may become subject to various laws, ordinances and regulations.

Governments and regulatory bodies are considering measures to ensure responsible development and deployment of AI systems, including guidelines for transparency, accountability, and fairness.

Such measures may impact our business and ongoing efforts to expand into the AI and HPC markets.

We are monitoring evolving federal, state, and municipal policies that impact AI and HPC data center operations, including energy efficiency mandates, property regulations, and reporting and disclosure requirements.

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

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HUMAN CAPITAL RESOURCES

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

As of December 31, 2025, we had a total workforce of approximately 266 full-time employees located in the United States and the United Arab Emirates, including professionals in accounting, communications, engineering, finance, growth, human resources, information technology, investor relations, legal and operations.

We also hire part-time employees, temporary employees, contractors and consultants as necessary to support our operations.

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

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

What changed 10-K

Item 1. Business