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Item 7. Management’s Discussion and Analysis

2026-03-02 compared with 2025-03-03 · 359 added, 314 removed, 135 unchanged (83% of the section changed)

4 unchanged sentences

“Risk Factors” of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

BUSINESS OVERVIEW

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

As of December 31, 2024, our total energy portfolio consisted of approximately 1.7 gigawatts (“GW”) of capacity with 16 data centers deployed across North America, the Middle East, Europe, and Latin America.

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

Historically, we were focused on establishing MARA as the largest and most efficient bitcoin miner.

As of December 31, 2024, we operated approximately 400,000 bitcoin mining ASICs, capable of producing 53.2 EH/s with an efficiency of 19.2 joules per terahash, which is among the most efficient in the industry.

In 2024, we began our strategic transformation into a vertically integrated energy and digital infrastructure company to provide services and products, such as load management and immersion cooling systems, to data center operators and the energy sector.

To support this transformation, we secured 300% more energy capacity, expanding our total energy portfolio from approximately 0.5 GW to approximately 1.7 GW, while increasing our owned data center portfolio capacity from nearly zero at the beginning of 2024 to approximately 70% to date.

As part of this initiative, we secured approximately 1.2 GW of nameplate capacity across the United States.

In 2024, we adopted a full HODL strategy, retaining all bitcoin mined in our operations or opportunistically purchased in the open market using available cash and proceeds from private offerings of an aggregate principal amount of $2.2 billion of 2024 Convertible Notes.

Using available cash and proceeds from the 2024 Convertible Notes, we purchased 22,065 bitcoin at an average price of $87,205 per bitcoin in 2024.

As of December 31, 2024, we held approximately 44,893 bitcoin, of which 10,374 were loaned or collateralized.

In 2025, we expect to remain the dominant player in bitcoin mining while expanding our footprint in energy generation and investing in research and development to establish our presence in AI and adjacent markets, creating additional revenue opportunit ies over the long term.

BUSINESS OVERVIEW AND TRENDS

MARA is an energy and digital infrastructure company that leverages Bitcoin mining and artificial intelligence (“AI”) compute to monetize excess energy and underutilized power and optimize power management across its operations.

We are focused on two key priorities:

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.

Our total energy portfolio consists of approximately 1.9 gigawatts (“GW”) of capacity with 18 data centers in North America, the Middle East, Europe, and Latin America.

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

While Bitcoin mining remains the foundation of our platform, we have expanded our footprint in energy generation and are investing in research and development to establish a presence in AI and adjacent markets, creating additional revenue opportunities over the long term.

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

To support this shift, we are developing modular at the edge infrastructure solutions, including next-generation two-phase immersion cooling (“2PIC”) systems designed to improve efficiency and sustainability.

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

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

2024 was a transformative year for MARA, as we more than doubled our exahash, significantly enhancing our mining capabilities and reinforcing our position as a leader in the bitcoin mining space.

Historically, we utilized an asset-light strategy to significantly grow our market share.

In 2024, we strategically transitioned into a vertically integrated energy and digital infrastructure company by acquiring five data centers which we own and operate, increasing our percentage of owned capacity to approximately 70%.

This is a critical step toward achieving greater operational control and efficiency.

Additionally, we strengthened our bitcoin holdings through both mining activities and strategic use of convertible debt, further enhancing our financial position.

As we continue to scale, our goal is for MARA to be recognized

primarily as an energy and digital infrastructure company, transforming every available stranded electron into digital gold – bitcoin – while unlocking new value for our stakeholders in the evolving energy and digital asset landscape.

• Granbury, TX and Kearney, NE :

In January 2024, we acquired two operational bitcoin mining sites totaling 390 MW of nameplate capacity.

We believe our state-of-the-art 290 MW nameplate capacity data center in Granbury is one of the largest containerized liquid immersion-cooled sites worldwide.

Since acquiring the site, profitability at the site has nearly doubled, we grew our hashrate to 12.1 EH/s in December 2024 and cost per petahash improved 45% during the year to 29.8.

In addition, we have made significant investments in the local community and continue to be a strategic partner.

• Garden City, TX :

In April 2024, we acquired an operational bitcoin mining site with 132 megawatts of operational capacity and 200 MW of nameplate capacity.

• Hannibal, Hopedale, and Findlay, OH :

In November 2024, we acquired two operational data centers with 222 MW of interconnect-approved capacity.

In addition to the acquired data centers, we began developing a 150 MW greenfield operational data center in Findlay, Ohio.

• Hansford County, TX :

In February 2025, we acquired a wind farm with 240 MW of interconnection capacity and 114 MW of nameplate wind capacity.

To support this shift, we are developing inference-dedicated sites and forging partnerships that reflect our vision.

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

We intend to continue deepening our strategy and further reduce energy costs.

2025 was a year of continued scale and strategic execution for MARA, as we further expanded our energized hashrate, improved fleet efficiency and deepened our position as an energy and digital infrastructure company.

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

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 high-performance computing (“HPC”) workloads, leveraging our core competencies in energy ownership, flexible load management, and rapid compute deployment.

Acquisitions and Partnerships

• Wind Farm - Hansford County, TX :

In February 2025, we acquired a wind farm totaling 240 megawatts (“MW”) of interconnection capacity and 114 megawatts of nameplate wind capacity.

In November 2025, 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 the development of on-site power generation and compute infrastructure.

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

• Meerkat Acquisition - Central Nebraska :

Subsequent to year end, in January 2026, we increased our footprint in Nebraska through an acquisition of a 42 MW of total capacity data center adjacent to an existing site, expanding our Nebraska campus by approximately 40%.

Subsequent to year end, in February 2026, we acquired a majority equity interest in Exaion SaS (“Exaion”), a subsidiary of EDF Pulse Ventures, strengthening our position in high-performance computing and secure cloud and AI infrastructure.

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

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

Digital Assets

• Bitcoin Halving :

On April 19, 2024, a halving event occurred on the Bitcoin network.

The halving event reduced the block subsidy by half from 6.25 to 3.125 bitcoin per block.

Transaction fees, which together with the block subsidy, comprise the block reward for successfully solving a block, are not directly impacted by the halving.

• Kaspa Mining :

During the second quarter of 2024, we announced our Kaspa mining operations, and have continued to utilize Kaspa sales proceeds to fund operations, thereby enabling us to hold a larger amount of bitcoin.

• Line of Credit :

In October 2024, we secured a $200.0 million line of credit, collateralized by a portion of our bitcoin holdings.

We used the funds for general corporate purposes.

As of December 31, 2024, approximately 2,997 bitcoin remained collateralized in connection with the line of credit.

• Bitcoin Lending Arrangements :

Throughout the fourth quarter of 2024, we entered into lending arrangements with various counterparties to generate yield from our loaned bitcoin.

As of December 31, 2024, a total of 7,377 bitcoin, or approximately $688.7 million, has been loaned to counterparties.

Bitcoin HODL and Acquisition Strategy

During 2024, we adopted a HODL strategy, retaining all bitcoin mined in our operations or opportunistically purchased in the open market using available cash and proceeds from private offerings of an aggregate principal amount of $2.2 billion of 2024 Convertible Notes in private offerings.

Using available cash and proceeds from the 2024 Convertible Notes, we purchased 22,065 bitcoin at an average price of $87,205 per bitcoin in 2024.

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

Fair Value per bitcoin

December 31, 2024 44,893 $ 93,354

September 30, 2024 26,747 63,301

June 30, 2024 18,488 62,668

March 31, 2024 17,320 71,289

December 31, 2023 15,126 42,288

Low Cost Strategy

We aim not only to own and operate our infrastructure, but also energy generation assets.

To achieve this, we will continue to identify potential sites where we can generate low cost energy.

By owning energy assets, we can optimize how power is consumed, stored, and distributed.

This allows us to better serve data centers, AI operators, and energy markets.

We can co-locate with them, balance their load, and generate revenue to offset costs in ways that grid-reliant miners simply cannot.

We have spent the last several months methodically executing a plan to build infrastructure that is not just about mining bitcoin, but about being the lowest-cost producer in an environment where efficiency and adaptability are paramount.

• We launched a 25 MW micro data center initiative at wellheads in Texas and North Dakota, converting excess flared gas into power for our operations.

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

• The wind farm in Hansford County, Texas will utilize prior-generation ASIC mining hardware to provide an avenue for the hardware to continue operating profitably beyond its normal lifecycle.

• 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 and delivering renewable and more affordable heating to communities.

• As of December 31, 2025, 28% of our bitcoin holdings had been activated by our digital asset management strategy.

• Under our lending arrangements, a total of 9,377 bitcoin were loaned to counterparties, generating approximately $32.1 million of interest income during the year.

• 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.

Capital Resources

• 2025 At-the-Market (“ATM”) :

In March 2025, we commenced a new at-the-market offering program having an aggregate offering price of $2.0 billion.

We did not sell any shares through the ATM during the fourth quarter of 2025.

• August 2032 Notes :

In July 2025, we issued an aggregate principal amount of $1.0 billion in a 0.0% senior note.

Using a portion of the proceeds from the August 2032 Notes, we purchased 860 bitcoin at an average price of $116,117 per bitcoin

TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

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 year ended December 31, 2025, we mined 8,799 bitcoin, a decrease of 631 bitcoin, or 7%, 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 December 31, 2025, we owned approximately 490,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM Entity, with an energized hashrate of approximately 66.4 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 December 31, 2025, 2024 and 2023:

As of December 31,

Energized hashrate (1)

66.4 53.2 24.7

Miner efficiency (in joules per terahash) (2)

18.6 19.2 25.0

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

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For example, as of December 31, 2025, the price of a bitcoin was $87,498, compared to $93,354 as of December 31, 2024.

We held approximately 44,893 bitcoin, including loaned and collateralized bitcoin, on our Consolidated Balance Sheets with a carrying value of approximately $4.2 billion as of December 31, 2024, which value may be materially impacted as the market value of bitcoin fluctuates.

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

In 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations, and in 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet.

Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.

As of December 31, 2025, we held approximately 53,822 bitcoin, including 15,315 bitcoin under our digital asset management strategy, on our Consolidated Balance Sheets, with a carrying value of approximately $4.7 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.

Mining Rig Capacity, Efficiency, and Hashrate

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

During 2024, we mined 9,430 bitcoin, a decrease of 3,422 bitcoin, or 27%, over the prior year period.

As of December 31, 2024, we operated approximately 400,000 mining rigs globally, with energized hashrate approximately 53.2 exahashes per second.

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.

Energy cost is the most significant cost driver for mining and represented 40.8%, as a percentage of our owned mining revenues for the year ended December 31, 2024.

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

December 31, 2025 53,822 $ 87,498

September 30, 2025 52,850 $ 114,068

June 30, 2025 49,951 $ 107,173

March 31, 2025 47,531 $ 82,534

December 31, 2024 44,893 $ 93,354

Energy cost is the most significant cost driver for Bitcoin mining and represented 38.5% and 40.8%, as a percentage of our owned mining revenues for the years ended December 31, 2025 and 2024, respectively.

This excludes energy costs from third-party hosted sites.

Energy cost can be highly volatile 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.

Although we do not directly receive 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 for direct energy we paid in our owned facilities for the year ended December 31, 2024 was $0.04 per KWh.

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 Consolidated Financial Statements that have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) with the non-GAAP financial measures of adjusted EBITDA and total margin excluding depreciation and amortization.

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

We define total margin excluding depreciation and amortization as (a) GAAP total margin less (b) depreciation and amortization.

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

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

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

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

Adjusted EBITDA and total margin excluding depreciation and amortization are not recognized measurements under GAAP.

When analyzing our operating results, investors should use them 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 these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.

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

RESULTS OF OPERATIONS

In accordance with Item 303 of Regulation S-K, we have excluded the discussion of 2022 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our Annual Report on Form 10-K filed on February 28, 2024, as amended by Amendment No.1 filed on May 24, 2024.

The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023:

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 years ended December 31, 2025 and 2024.

Year Ended December 31, (1)

(dollars in thousands)

2024 2023 (Unfavorable)

Mining $ 624,740 $ 387,508 $ 237,232

Hosting services 31,638 — 31,638

Total revenues 656,378 387,508 268,870

Costs and expenses

Cost of revenues

Mining (381,642) (223,338) (158,304)

Hosting services (30,403) — (30,403)

Depreciation and amortization (403,706) (179,513) (224,193)

Total cost of revenues (815,751) (402,851) (412,900)

Operating expenses

General and administrative expenses (272,078) (92,418) (179,660)

Change in fair value of digital assets 813,814 331,484 482,330

Change in fair value of derivative instrument

(2,043) — (2,043)

Research and development

Owned Facilities Statistics

Purchased energy costs per BTC (2)

$ 38,956 $ 29,084

Early termination expenses

Supplemental Information

Total BTC produced during the period, in whole BTC at owned facilities (3)

Average BTC per day, in whole BTC (3)

Purchased energy costs per kWh (4)

$ 0.04 $ 0.04

Amortization of intangible assets (22,919) — (22,919)

Total operating expenses 465,484 236,254 229,230

Operating income

(1) We did not own any facilities as of December 31, 2023;

therefore, comparisons to December 31, 2023 are not meaningful.

(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.

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

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

The growth was partially mitigated by the April 2024 halving event.

(4) 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 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 years ended December 31, 2025, 2024 and 2023, these costs totaled $292.2 million, $257.3 million and $212.3 million, respectively, 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 $461.5 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.

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 December 31, 2025, we held a total of 53,822 bitcoin, including 15,315 bitcoin that were loaned or pledged as collateral.

As such, approximately 28% of our total holdings were activated through our digital asset management strategy.

During the year ended December 31, 2025, we recorded a decrease of approximately $422.2 million in the change in fair value of our bitcoin holdings, primarily due to the significant decline 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.

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

In the second half of 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations, and in 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet.

Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.

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.

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

We no longer present these metrics, 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 December 31, 2025, we had loaned out a total of 9,377 bitcoin that generated $32.1 million of interest income for the year ended December 31, 2025.

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 a separately managed account (“SMA”) agreement funded with 2,000 bitcoin.

For the year ended December 31, 2025, the SMA incurred a net loss of approximately $22.1 million, primarily attributable to trading activities.

In December 2025, we terminated the agreement and withdrew the remaining 1,777 bitcoin that had been held and managed.

In addition, our digital asset management strategy includes bitcoin-denominated trades such as options, futures, swaps and spot transactions to generate additional returns on our bitcoin holdings.

As of December 31, 2025, 5,938 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.

Subsequent to year end, we entered into a new $150.0 million line of credit, collateralized by a portion of our bitcoin holdings.

Concurrently, we repaid $150.0 million of the total line of credit outstanding balance.

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

Year Ended December 31, 2025

(in thousands)

Digital Asset Management

Change in fair value of bitcoin (1)

$ (301,174) $ (118,352) $ (37,020) $ 34,330 $ (422,216)

Change in fair value of digital assets - receivable, net

Interest income (2)

— 32,053 — — 32,053

Gain on investments

Investment loss, net (3)

— — (32,037) — (32,037)

Loss on hedge instruments

$ (301,174) $ (86,299) $ (69,057) $ 34,330 $ (422,200)

Equity in net earnings of unconsolidated affiliate (1,505) (617) (888)

Net gain from extinguishment of debt

Year Ended December 31, 2024

(in thousands)

Digital Asset Management

Change in fair value of bitcoin (1)

$ 810,902 $ 184,539 $ — $ 115,257 $ 1,110,698

Interest income (2)

Interest expense (12,996) (10,350) (2,646)

Other non-operating loss

— 6,142 — — 6,142

Income before income taxes

Investment income, net (3)

— — 1,712 — 1,712

Income tax expense

$ 810,902 $ 190,681 $ 1,712 $ 115,257 $ 1,118,552

Year Ended December 31, 2023

(in thousands)

Digital Asset Management

Change in fair value of bitcoin (1)

$ 331,484 $ — $ — $ — $ 331,484

Investment loss, net (3)

— — (17,421) — (17,421)

$ 331,484 $ — $ — $ — $ 314,063

(1) Change in fair value of bitcoin for the year ended December 31, 2025 was a loss of $422.2 million and includes the “Change in fair value of digital assets” loss of $304.6 million, excluding a loss of $3.5 million related to other digital assets, resulting in a $301.2 million loss attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” loss of $121.0 million.

For the year ended December 31, 2024, change in fair value of bitcoin totaled $1.1 billion and includes the “Change in fair value of digital assets of $813.8 million, excluding a loss of $2.6 million related to other digital assets and $5.5 million related to bitcoin hedging, resulting in $810.9 million attributable to bitcoin, plus the “Change in fair value of digital assets - receivable, net” of $299.8 million.

For the year ended December 31, 2023, the change in fair value of bitcoin was entirely attributable to bitcoin.

(2) Interest income differs from the amount reported as “Interest income” on the Consolidated Statements of Operations, as it excludes $23.8 million and $10.6 million of interest earned on cash and cash equivalents for the years ended December 31, 2025 and 2024, respectively.

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

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

Management monitors these risks and developments in managing our bitcoin investment approach to mitigate adverse effects on our financial position.

RESULTS OF OPERATIONS

In accordance with Item 303 of Regulation S-K, we have excluded the discussion of 2023 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our Annual Report on Form 10-K filed on March 3, 2025.

The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024:

Year Ended December 31,

(in thousands)

Bitcoin mining revenue

$ 872,401 $ 599,436 $ 272,965

Other digital assets mining revenue 11,584 23,025 (11,441)

Hosting services 4,668 31,638 (26,970)

Other revenue 18,440 2,279 16,161

Revenues $ 907,093 $ 656,378 $ 250,715

Supplemental Information

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

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

8,799 9,430 (631)

Average bitcoin per day, in whole BTC 25.8 35.2 (9.4)

General and administrative expenses excluding stock-based compensation (in thousands)

Average BTC per day, in whole BTC 24.1 25.8 (1.7)

Average price of BTC mined, in whole dollars (2)

$ 101,221 $ 66,249 $ 34,972

Energized Hashrate (Exahashes per second) - at end of period (2)

Number of blocks won

2,588 2,132 456

Direct Energy Cost per bitcoin (3)

Transaction fees as a percentage of total

1.1 % 6.2 % (5.1) %

Cash Cost per kilowatt per hour (“KWh”) (4)

(1) Includes 180 and 382 bitcoin representing our share of the equity method investee, the ADGM Entity, for the years ended December 31, 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 $907.1 million for the year ended December 31, 2025, compared to $656.4 million in the prior year period.

The $250.7 million, or approximately 38%, 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 $273.0 million increase in Bitcoin mining revenue was primarily driven by a 53% increase in the average price of bitcoin mined, which contributed $301.4 million, partially offset by a $28.4 million decrease from bitcoin production during the year ended December 31, 2025.

Hosting services were $4.7 million and $31.6 million, for the year ended December 31, 2025 and 2024, respectively, a decrease of $27.0 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

Year Ended December 31,

(in thousands)

Purchased energy costs $ 179,041 $ 98,160 $ 80,881

Operating and maintenance costs 95,984 63,828 32,156

Third-party hosting and other energy costs

292,243 257,276 34,967

Supplemental Information (in whole dollars)

Cost per Petahash per day (1)

$ 29.8 $ 35.6 $ (5.8)

BTC Yield (6)

Purchased energy costs per BTC (2)

$ 38,956 $ 29,084 $ 9,871

Average cost of BTC mined (7)

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

(2) “ Purchased energy 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 for the year ended December 31, 2025 totaled $179.0 million compared to $98.2 million in the prior year period, an increase of $80.9 million or approximately 82%.

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 66.4 EH/s.

Our Cost per Petahash per day improved approximately 16%, from $35.6 to $29.8, compared to the prior year period.

Purchased energy costs per bitcoin for our owned mining sites were $38,956 compared to $29,084 in the prior year period, primarily due to higher network difficulty resulting from an increase in global hashrate, increase in power costs due to adverse weather conditions and the April 2024 halving event.

Operating and maintenance costs for the year ended December 31, 2025 were $96.0 million compared to $63.8 million in the prior year period, an increase of $32.2 million or approximately 50%.

The increase in operating and maintenance costs was primarily due to higher site and miner repair and maintenance costs, labor costs associated with our mining operations and higher fees related to third-party mining software utilized across our mining fleet, compared to the prior year period.

Third-party hosting and other energy costs for the year ended December 31, 2025 totaled $292.2 million compared to $257.3 million in the prior year period, an increase of $35.0 million or approximately 14%.

The increase was primarily driven by higher power consumption and utilization levels under certain third-party hosting arrangements and the expansion of third-party hosted facilities.

General and administrative

General and administrative expenses were $349.9 million for the year ended December 31, 2025, compared to $254.0 million in the prior year period.

The $96.0 million, or approximately 38%, increase was primarily due to an increase in the scale of our operations, higher personnel costs associated with headcount growth and increased professional and administrative fees to support our expanding global footprint.

Stock-based compensation increased $11.0 million primarily due to an increase in headcount and acceleration due to terminations, partially offset by an increase in forfeitures.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2025 totaled $772.8 million compared to $429.2 million in the prior year period.

The $343.6 million, or approximately 80%, increase was primarily due to the deployment of additional mining rigs and an overall expansion in the scale of our business.

The increase also included $110.5 million of accelerated depreciation of certain mining rigs, following a reassessment of their expected future use.

Change in fair value of digital assets

We recognized a loss on digital assets of $304.6 million for the year ended December 31, 2025 compared to a gain of $813.8 million in the prior year period.

The $1.1 billion decrease was primarily attributable to the significant decline in the price of bitcoin, partially offset by the 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 $40.4 million for the year ended December 31, 2025 compared to a loss of $2.0 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 movements in electricity forward curve prices during the respective periods and the amendment of the commodity swap during the year, lowering the fixed electricity price.

Impairment of goodwill and other assets

During our annual goodwill impairment assessment for the year ended December 31, 2025, we determined that it was more likely than not that the fair value of our reporting unit was less than its carrying value and therefore performed a quantitative impairment test in accordance with Accounting Standard Codification (“ASC”) 350 , Intangibles – Goodwill and Other (“ASC 350”).

Based on the analysis, which considered prevailing market conditions and a sustained decline in our market capitalization during the period, we concluded that the carrying amount of our reporting unit exceeded the fair value and recognized a goodwill impairment of $82.8 million.

Refer to Note 9 – Goodwill and Intangible Assets in the notes to our Consolidated Financial Statements, for further information on our goodwill impairment analysis and conclusion.

There were no such impairments in the prior year period.

Additionally, during the year ended December 31, 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 year ended December 31, 2025.

There were no such impairments in the prior year period.

Taxes other than on income

Taxes other than on income were $9.2 million for the year ended December 31, 2025 compared to $8.3 million in the prior year period.

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

Early termination expenses

Early termination expenses of $5.0 million for the year ended December 31, 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 $30.1 million for the year ended December 31, 2025 compared to $13.2 million in the prior year period.

The $16.9 million, or approximately 128% 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 were $23.8 million for the year ended December 31, 2025, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs incurred in connection with our restructuring plan.

The majority of the restructuring plan actions were completed during the third quarter of 2025.

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 loss on digital assets - receivable, net of $121.0 million for the year ended December 31, 2025 compared to a gain of $299.8 million in the prior year period.

The $420.8 million decrease was primarily attributable to the fair value associated with our bitcoin loaned, previously managed through the SMA agreement prior to our exit, and pledged as collateral.

Net gain from extinguishment of debt

During the year ended December 31, 2025, in connection with the issuance of the August 2032 Notes, we repurchased approximately $19.4 million principal amount of the December 2026 Notes, resulting in a $1.0 million gain from the extinguishment of debt.

Similarly, in the prior year period, in connection with the issuance of the June 2031 Notes and the March 2030 Notes, we repurchased approximately $263.2 million principal amount of the December 2026 Notes and as a result recorded a gain of $13.1 million for the extinguishment of debt.

Equity in net earnings of unconsolidated affiliate

During the year ended December 31, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $4.7 million, compared to a loss of $1.5 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 180 bitcoin and approximately $13.6 million of depreciation and amortization during the year ended December 31, 2025, while in the prior year period, our share of the ADGM Entity’s operating results included earnings from production of 382 bitcoin, a $4.1 million impairment of property and equipment and approximately $12.4 million of depreciation and amortization.

Interest income, Interest expense and Other

Year Ended December 31,

(in thousands) 2025 2024 $

Interest income

Interest income from loaned bitcoin

$ 32,053 $ 6,142 $ 25,911

Average cost of BTC purchased (7)

$ 87,205 N/A N/A

Share of available miner rewards 4.1 % 3.6 % 0.5 %

Number of blocks won 2,132 1,725 407

Transaction fees as a percentage of total 6.2 % 7.7 % (1.5) %

Reconciliation to Adjusted EBITDA:

Interest income from cash and cash equivalents 23,802 10,569 13,233

Total interest income 55,855 16,711 39,144

Interest expense (48,381) (12,996) (35,385)

Other (26,780) (4,735) (22,045)

Interest income increased by $39.1 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 year ended December 31, 2025 by $35.4 million primarily due to the interest bearing Convertible Notes and the Line of Credit.

Other of $26.8 million for the year ended December 31, 2025 was primarily due to net losses of $32.0 million from the SMA and internal bitcoin trading activities and $15.1 million of equipment-related losses, partially offset by a net gain on investments of $12.6 million and a $5.2 million reduction in the allowance for credit losses.

Income tax benefit (expense)

For the year ended December 31, 2025, we recorded income tax benefit of $56.4 million, compared to an income tax expense of $75.5 million in the prior year period.

The $56.4 million income tax benefit primarily reflects changes in pretax book income and loss during the periods, as well as the establishment of a valuation allowance, largely driven 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 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 goodwill and other 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 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.

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

Adjusted EBITDA is not a recognized financial measure under GAAP.

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

financial results calculated and presented in accordance with GAAP.

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

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

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

Year Ended December 31,

(in thousands) 2025 2024 2023

Net income (loss) attributable to common stockholders

$ (1,311,480) $ 541,253 $ 259,052

1 unchanged sentence

(7,474) (3,715) 7,541

Income tax expense

Income tax expense (benefit)

(56,376) 75,495 16,426

2 unchanged sentences

EBITDA (588,933) 1,054,587 464,674

Stock compensation expense

Stock-based compensation expense

172,295 157,642 32,644

Change in fair value of derivative instrument (40,372) 2,043 —

Early termination expenses and other (9)

33,825 — 33,825

Impairment of goodwill and other assets

Restructuring costs 23,796 — —

Acquisition and integration costs (2)

Net gain from extinguishment of debt

(1,029) (13,121) (82,267)

Adjusted EBITDA $ 1,232,172 $ 417,107 $ 815,065

Reconciliation to Total margin excluding depreciation and amortization:

Total revenues

$ 656,378 $ 387,508 $ 268,870

Total cost of revenues

(815,751) (402,851) (412,900)

Total margin (159,373) (15,343) (144,030)

Cost of revenues - depreciation and amortization

Net gain on investments (3)

(12,616) (4,236) —

Total margin excluding depreciation and amortization:

Mining 243,098 164,170 78,928

Hosting services 1,235 — 1,235

Total margin excluding depreciation and amortization $ 244,333 $ 164,170 $ 80,163

(1) Includes 382 and 112 bitcoin representing our share of the equity method investee, the ADGM entity, for the year ended December 31, 2024 and 2023, respectively.

(2) 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.

(3) Direct Energy Cost per bitcoin is calculated as the amounts paid to utility companies for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations.

(4) Cost per KWh is calculated using the amounts paid to utility companies for power consumed divided by the KWh consumed.

Prior to 2024, the Company operated an asset-light strategy and did not own mining facilities.

(5) Cost per Petahash per day is calculated using mining cost of revenues, excluding depreciation and amortization, divided by the daily average operational hashrate online during the period, excluding our share of the hashrate for the equity method investee, the ADGM Entity, by a factor of 1,000.

(6) 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, exercise of all outstanding warrants and settlement of all outstanding restricted stock units and performance-based restricted stock units.

(7) Average cost of BTC mined is calculated using the bitcoin mining cost of revenues, excluding depreciation and amortization, divided by the bitcoin production, excluding our share of the bitcoin produced for the equity method investee, the ADGM entity.

Average cost of BTC produced is calculated using the total cost of bitcoin purchased divided by the total bitcoin purchased.

(8) Includes approximately $12.4 million and $2.1 million of depreciation and amortization from our share in the results of our equity method investee, the ADGM entity, reported in “Equity in net earnings of unconsolidated affiliate” for the year ended December 31, 2024 and 2023, respectively, on the Consolidated Statements of Operations.

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

We generated revenues of $656.4 million for the year ended December 31, 2024, compared to $387.5 million in the prior year period.

The $268.9 million or approximately 69% increase in revenues was primarily driven by a $326.7 million increase in the average price of bitcoin mined, which was partially offset by a $111.3 million decrease in bitcoin production due to the April 2024 halving, and the inclusion of $31.6 million in revenues generated from providing hosting services as a result of acquisitions during 2024.

The average price of bitcoin mined was 120% higher than the average price of bitcoin mined in the prior year period and average daily bitcoin production was 25.8 bitcoin in the current year period compared with 35.2 in the prior year period.

We produced 3,422 less bitcoin for the year ended December 31, 2024 compared to the prior year period primarily due to the halving event in April 2024, increase in global hashrate and the impact of unexpected equipment failures at third-party operated sites and transmission line maintenance during the second and third quarters of 2024, partially offset by an increase in our share of the network hashrate.

Cost of revenues – mining during the year ended December 31, 2024 totaled $381.6 million compared to $223.3 million in the prior year period.

The $158.3 million or approximately 71% increase was primarily driven by the growth in our hashrate from the deployment and energization of mining rigs compared to the prior year period.

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

We believe Cost per Petahash per day to be a key metric to evaluate our operating costs.

Our Cost per Petahash per day improved to $38.6 from $46.4, or approximately 17%, in the year ended December 31, 2024 when compared to the prior year period, primarily due to strategic acquisitions with more efficient cost structures and deployment of more efficient miners.

Our Direct Energy Cost per bitcoin for owned mining sites was $28,801.

Cost of revenues – hosting services during the year ended December 31, 2024 totaled $30.4 million which includes cost of power and other hosting related operating costs to provide hosting services as a result of the GC Data Center Acquisition and the Arkon Acquisition.

As of December 31, 2024, we exited a majority of our hosting facilities to strategically focus on our owned mining business.

Cost of revenues – depreciation and amortization during the year ended December 31, 2024 totaled $403.7 million compared to $179.5 million in the prior year period.

The $224.2 million or approximately 125% increase was primarily due to the deployment of mining rigs since the prior year period, the acquisitions of GC Data Center Acquisition, the Garden City Acquisition and the Arkon Acquisition and overall increased scale of the business.

Total margin excluding impact of depreciation and amortization for the year ended December 31, 2024 was $244.3 million compared to $164.2 million for the prior year period.

The following table summarizes the factors that impacted the increase in total margin excluding impact of depreciation and amortization for the year ended December 31, 2024 compared to the prior year period.

(in thousands)

● Higher average price of bitcoin produced and other revenue $ 348,512

● Lower amount of bitcoin produced (111,280)

● Third-party hosting 31,638

Cost of revenue – energy, hosting and other:

● Higher costs due to growth in hashrate (232,559)

● Decrease in hash costs and other costs 74,255

● Third-party hosting (30,403)

Total margin excluding depreciation and amortization

General and administrative expenses :

General and administrative expenses were $272.1 million for the year ended December 31, 2024, compared to $92.4 million in the prior year period, an increase of $179.7 million or approximately 194%.

General and administrative expenses excluding stock-based compensation was $114.4 million in the current year period compared to $59.8 million in the prior year period.

The $54.7 million or approximately 91% increase in expenses was primarily due to the increased scale of the business and our strategic shift to an asset-heavy strategy, including payroll and benefits, professional fees, facility and equipment repair and maintenance expenses, and other third-party costs associated with growth in the business.

The increase in stock-based compensation of $32.6 million in the prior year period to $157.6 million in the current year was primarily due to (1) restricted stock unit awards related to 2023 performance awarded and partially expensed in 2024, (2) 2024 performance-based restricted stock units awarded and partially expensed in 2024, (3) an accounting charge related to the modification of our peer index to consist exclusively of publicly traded bitcoin mining companies and (4) threefold increase in our headcount from 48 to 152 due to growth and a pivot towards an asset-heavy strategy.

As such, 2024 stock-based compensation expense reflects the impact of two annual grant awards.

Change in fair value of digital assets :

We recognized a gain on digital assets of $813.8 million, compared to a gain of $331.5 million in the prior year period.

The $482.3 million or approximately 146% increase was primarily related to the increase in bitcoin price from $42,288 to $93,354 from December 31, 2023 to December 31, 2024, respectively and the underlying digital assets held at the respective dates.

As of December 31, 2024, we had 44,893 bitcoin, an increase of 197% compared to the prior year period, primarily due to the 22,065 bitcoin purchased throughout the year ended 2024.

We view bitcoin on our Consolidated Balance Sheets as an important treasury reserve asset and expect to continue to invest in the future.

Change in fair value of derivative instrument :

We acquired a commodity swap contract as a result of our acquisition of GC Data Center Acquisition.

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

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

The fair value of this derivative decreased for the year ended December 31, 2024, primarily due to unfavorable movement in electricity forward curve prices during the current year period.

Research and development:

Research and development expenses were $13.2 million for the year ended December 31, 2024 compared to $2.8 million in the prior year period.

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

Early termination expenses

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

MARA and USBTC agreed to terminate the acquired operating agreement for a termination fee of $19.6 million, net of deposit refund.

In addition, during the year ended December 31, 2024, we terminated the remaining hosting agreements with customers from the GC Data Center Acquisition, and recognized early termination expenses of $18.4 million, to expand self-mining capacity.

Amortization of intangible assets:

During the year ended December 31, 2024, we fully amortized the customer relationships acquired in the GC Data Center Acquisition for $22.0 million, due to our strategic decision to exit hosting services business and termination of customer relationships.

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

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

During the year ended December 31, 2024, we entered into four separate lending agreements with various counterparties and collateralized a portion of our bitcoin holdings in connection with a line of credit.

We recognized a gain on digital assets - receivables, net of $299.8 million for the year ended December 31, 2024.

There were no such activities in the prior year period.

Gain on investments:

During the year ended December 31, 2024, we purchased additional shares in Auradine, Inc.

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

Additionally, during the year ended December 31, 2024 we wrote-down a previous SAFE investment for a loss of $1.0 million.

Net gain from extinguishment of debt:

During the year ended December 31, 2024, in connection with the issuance of the June 2031 Notes and March 2030 Notes, we entered into agreements to repurchase approximately $263.2 million principal amount of the December 2026 Notes and as a result, recorded a gain of $13.1 million.

In the prior year period, we entered into agreements with certain holders of December 2026 Notes to exchange an aggregate $416.8 million principal amount of December 2026 Notes for 31,722,417 shares of our common stock and recorded a gain in the amount of $82.6 million.

Loss on hedge instruments:

Loss on hedge instruments during the year ended December 31, 2024, was $0.6 million compared to $17.4 million in the prior year period for losses related to bitcoin hedging activities.

The decrease was due to a larger loss in the prior period related to the increase in the fair value of the sold call portion of the collar as a result of the significant increase in the fair value of bitcoin.

These modified collars protect against the downside price risk of bitcoin while retaining some upside exposure.

There were various outstanding bitcoin hedging transactions as of the year ended December 31, 2024 and 2023.

Equity in net earnings of unconsolidated affiliate:

During the year ended December 31, 2024, we recorded our share of net losses for our 20% interest in the ADGM Entity in the amount of $1.5 million, compared to $0.6 million in the prior year period.

Our share of the ADGM Entity’s operating results included earnings from the production of 382 bitcoin, a $4.1 million impairment of property and equipment and approximately $12.4 million of depreciation and amortization during the year ended December 31, 2024, whereas in the prior year period, our share of ADGM Entity’s operating results included earnings from production of 112 bitcoin and approximately $2.1 million of depreciation and amortization.

Interest income :

Interest income was $16.7 million for the year ended December 31, 2024 compared to $2.8 million in the prior year period.

The $13.9 million increase was primarily due to the higher average balance of cash and cash equivalents and interest earned on loaned bitcoin in the current year period.

Interest expense :

Interest expense was $13.0 million for the year ended December 31, 2024 compared to $10.4 million in the prior year period.

The $2.6 million or approximately 26% increase was a result of the exchange of $416.8 million aggregate principal amount of the December 2026 Notes for shares of our common stock in September 2023 and the issuance of the 2024 Convertible Notes during the year ended December 31, 2024.

Other non-operating loss:

During the year, we launched a program to generate additional return by loaning bitcoin and collateralized a portion of our bitcoin holdings to secure a line of credit.

We recorded a corresponding allowance for credit loss of $8.4 million, for the bitcoin loaned and collateralized during the year ended December 31, 2024.

There were no such activities in the prior year period.

Income tax benefit (expense) :

We recorded income tax expense of $75.5 million for the year ended December 31, 2024 compared to an income tax expense of $16.4 million in the prior year period.

The $75.5 million income tax expense primarily arises from the release of the valuation allowance on deferred tax assets, driven by the increase in bitcoin’s fair value and positive forecasts for its future value.

We recorded net income of $541.0 million for the year ended December 31, 2024 compared to net income of $261.2 million in the prior year period.

The $279.8 million increase in net income was primarily driven by a $85.2 million increase in operating income and a $299.8 million change in fair value of digital assets - receivable, net, partially offset by a $69.1 million decrease in net gain from the extinguishment of debt and a $59.1 million income tax expense in the current period compared to the prior year period.

5,000 38,061 —

Adjusted EBITDA (4)

Adjusted EBITDA was $1.2 billion for the year ended December 31, 2024 compared to adjusted EBITDA of $417.1 million in the prior year period.

The $815.1 million increase was primarily due to an $80.2 million margin improvement from higher average bitcoin price mined at a lower Cost per Petahash per day and a $782.1 million increase in the change in fair value of digital assets, partially offset by an $54.7 million increase in general and administrative excluding stock-based compensation.

$ (330,824) $ 1,234,976 $ 415,051

(1) Includes approximately $13.6 million, $12.4 million and $2.1 million of depreciation and amortization for the years ended December 31, 2025, 2024 and 2023, 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 Consolidated Statements of Operations.

Additionally, for the years ended December 31, 2024 and 2023, depreciation and amortization includes approximately $2.6 million and $0.1 million, respectively, of amortization that was previously classified within “General and administrative” on the Consolidated Statements of Operations.

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

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

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

(4) Excludes interest income earned from our bitcoin lending activities of $32.1 million and $6.1 million for the years ended December 31, 2025 and 2024, respectively.

We were not engaged in bitcoin lending arrangements during the year ended December 31, 2023.

FINANCIAL CONDITION AND LIQUIDITY

4 unchanged sentences

$ (802,725) $ (677,022)

Net cash (used in) provided by investing activities

Net cash used in investing activities

(669,920) (3,229,059)

5 unchanged sentences

Cash, cash equivalents and restricted cash — end of period

Cash flows for the year ended December 31, 2024:

Cash, cash equivalents and restricted cash totaled $403.8 million at December 31, 2024, an increase of $46.5 million from December 31, 2023.

Cash flows from operating activities resulted in a use of funds of $677.0 million, as net income, adjusted for non-cash and non-operating items, in the amount of $121.6 million was more than offset by the use of cash of $798.6 million from changes in operating assets and liabilities.

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

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

Changes in cash flows from operating assets and liabilities were driven by a use of funds associated with changes in digital assets of $624.7 million due to the non-cash adjustment for bitcoin mining revenues and deposits of $189.6 million resulting from increased deposits associated with hosting agreements and a surety bond.

Cash flows from investing activities resulted in a use of funds of $3.2 billion, primarily resulting from the use of funds for advances to vendors of $817.3 million, purchase of digital assets of $1.9 billion from the issuance of 2024 Convertible Notes, payment for the acquisition of businesses of $335.6 million as we increased our percentage of owned capacity to approximately 70%, acquiring 812 MW of nameplate capacity throughout the year ended December 31, 2024, capital expenditures of $250.8 million, partially offset by proceeds from the sale of digital assets of $152.3 million.

Cash flows from financing activities resulted in a source of cash of $4.0 billion, primarily from the periodic issuance of common stock under our 2024 ATM of $1.9 billion, the issuance of the 2024 Convertible Notes of $2.2 billion, net of issuance costs, partially offset by the repayment of $247.3 million of the December 2026 Notes.

Cash flows for the year ended December 31, 2023:

Cash and cash equivalents totaled $357.3 million at December 31, 2023, an increase of $244.8 million from December 31, 2022.

Bitcoin holdings as of December 31, 2024:

At December 31, 2024, we held a total of 44,893 bitcoin, including loaned and collateralized bitcoin, on our Consolidated Balance Sheets with a total fair value of $4.2 billion.

$ 559,132 $ 403,771

For the year ended December 31, 2025, cash, cash equivalents and restricted cash totaled $559.1 million at December 31, 2025, an increase of $155.4 million from December 31, 2024.

Operating Activities

Bitcoin produced and held on our Consolidated Balance Sheets is excluded from our cash flows from operating activities.

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

Cash flows in connection with operating activities consisted of net loss, adjusted for non-cash and non-operating, including depreciation and amortization, stock-based compensation, the loss on the fair value of digital assets and digital assets, receivable, net and other non-cash expenses, as well as the changes in cash flows from operating assets and liabilities.

Cash flows used in operating activities increased by $125.7 million for the year ended December 31, 2025, compared to the prior year period, primarily due to an increase in net loss adjusted for non-cash and non-operating items of $45.8 million and a $79.9 million change in cash flows from operating assets and liabilities.

The increase in cash used in operating activities was primarily driven by higher operating costs and general and administrative expenses due to growth in headcount and scale of our operations, partially offset by higher revenues.

Investing Activities

Cash flows from investing activities resulted in a use of funds of $669.9 million, primarily resulting from the use of funds for the purchase of 4,267 bitcoin for $473.7 million at an average cost to purchase bitcoin of $111,034, purchase of property and equipment of $407.1 million, and payment of $36.4 million to acquire the Wind Farm for an additional 114 megawatts of nameplate capacity, net of cash acquired.

The use of funds was partially offset by proceeds from the sale of digital assets of $433.8 million and the sale of property and equipment of $3.7 million.

Financing Activities

Cash flows from financing activities provided $1.6 billion, primarily from the issuance of $1.0 billion of the August 2032 Notes, net of issuance costs, the periodic issuance of common stock under our 2024 and 2025 ATM programs totaling $568.6 million and securing an additional $150.0 million line of credit established and fully utilized as of December 31, 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.

For the year ended December 31, 2024, cash, cash equivalents and restricted cash totaled $403.8 million at December 31, 2024, an increase of $46.5 million from December 31, 2023.

Sources of Liquidity and Capital Resources

Bitcoin Holdings

At December 31, 2025, we held a total of 53,822 bitcoin, including 15,315 bitcoin under our digital asset management strategy, on our Consolidated Balance Sheets with a total fair value of $4.7 billion.

The fair value of a single bitcoin was approximately $87,498 at December 31, 2025.

Approximately 7,377 of our total bitcoin holdings were loaned to third parties to generate additional return and 2,997 bitcoin were utilized as collateral for borrowings.

Loaned and collateralized bitcoin are classified as “Digital asset - receivables, net” on the Consolidated Balance Sheets with a carrying value of $960.1 million.

The remaining 34,519 of unrestricted bitcoin were classified as long-term digital assets, as part of our strategy to hold bitcoin on the Consolidated Balance Sheets with a fair value of $3.2 billion.

At December 31, 2025, approximately 9,377 of our total bitcoin holdings were loaned to third parties to generate additional return and 5,938 bitcoin were pledged as collateral for outstanding borrowings under the Line of Credit.

Bitcoin under our digital asset management strategy are classified as “Digital assets - receivable, net” on the Consolidated Balance Sheets with a carrying value of $1.3 billion.

Consistent with our bitcoin investment approach, the remaining 38,507 unrestricted bitcoin were classified as long-term assets under “Digital assets, net of current portion” on the Consolidated Balance Sheets with a fair value of $3.4 billion.

Our holdings as of December 31, 2025 excluded 33 bitcoin held by our equity method investee, pending dividend to us.

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

In the second half of 2025, we made a strategic change to our bitcoin investment approach and opted to sell a portion of the bitcoin produced from our mining operations to fund ongoing operating expenses, and continued to sell bitcoin through the year end.

For the year ended December 31, 2025, we sold approximately 4,076 bitcoin for $413.1 million.

In 2026, we further revised the strategy to allow for the sale of bitcoin held on our balance sheet, in addition to current production.

As a result, we may continue to hold bitcoin for long-term investment purposes and may also sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.

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.

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

During the year ended December 31, 2024, we purchased 22,065 bitcoin for $1.9 billion.

We purchased bitcoin from cash on hand and from the proceeds from the issuances of the 2024 Convertible Notes throughout the year, as part of our strategy to hold bitcoin and not sell for the foreseeable future.

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

Kaspa holdings as of December 31, 2024:

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

At December 31, 2024, we held approximately $4.3 million, or 34,817,098 Kaspa coins, on our Consolidated Balance Sheets.

During the year ended December 31, 2024, we incurred significantly less cost to produce Kaspa compared to bitcoin, which helps pay for our expenses and allows us to hold a larger amount of bitcoin on our Consolidated Balance Sheets.

At-the-Market Offering Programs and Proceeds

As of December 31, 2024, we sold 93,411,158 shares of common stock for an aggregate purchase price of $1.9 billion, net of commission and offering expenses of $47.5 million, pursuant to our at-the-market offerings.

As of December 31, 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.

We did not sell any shares through the ATM during the fourth quarter of 2025.

As of December 31, 2025, our 2025 ATM facility had approximately $1.5 billion remaining.

Liquidity and Capital Resources

Cash and cash equivalents, excluding restricted cash, totaled $391.8 million and the fair value of digital asset holdings, including loaned and collateralized bitcoin, was $4.2 billion at December 31, 2024.

The combined value of 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.

During 2024, our primary sources of liquidity and capital resources were proceeds from convertible notes issuances, sales under our ATM, sales of digital assets, lending facilities and available cash and cash equivalents.

During the year ended December 31, 2024, we significantly reduced our reliance solely on ATM.

Our ATM usage represented 43% of our cash needs, compared to 97% in the prior year period.

We expect as commercial banks open up our sector due to abolishment of Staff Accounting Bulletin (“SAB”) 121, as rescinded by SAB 122, that we will have expanded access to traditional financing, such as debt financing, project financing and other capital.

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

Cash and cash equivalents, excluding restricted cash, totaled $547.1 million and the fair value of digital asset holdings, including bitcoin under our digital asset management strategy, was $4.7 billion at December 31, 2025.

The combined value of 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.

During the year ended December 31, 2025, our operating and investing activities used $1.5 billion of cash.

However, we continue to hold a significant digital asset position, which declined by $425.7 million during the period, due to the decline in fair value of bitcoin.

While we classify our digital assets, net of current portion and digital assets - 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.

Additionally, during the year ended December 31, 2025 we issued a $1.0 billion aggregate principal amount of 0.0% Convertible Senior notes due 2032.

Refer to Note 16 – Debt in the notes to our Consolidated Financial Statements, for further information.

As of December 31, 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:

• Failure to effectively execute our growth strategies;

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

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

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

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

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

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

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

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

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

We entered into an investment agreement on August 11, 2025, to acquire a majority ownership interest in Exaion, a subsidiary of EDF Pulse Ventures, for approximately $174.5 million, subject to regulatory and antitrust approvals and other customary closing conditions.

All required approvals and closing conditions were satisfied, and the acquisition closed on February 20, 2026.

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.

In February 2026, we entered into a Strategic Agreement with Starwood granting exclusivity over the development, contribution or sale of certain Bitcoin mining properties in the United States.

The agreement contemplates MARA-funded pre-development costs (subject to caps), capital commitments through joint ventures managed by Starwood, and, in certain circumstances, the sale of properties to Starwood.

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

Under these arrangements, we expect to pay at a minimum approximately (i) $471.3 million in total payments during the calendar years 2025 through 2027, and (ii) $9.9 million in total payments during the calendar years 2028 through 2029.

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

We have purchase agreements to purchase miners and other mining equipment for a total purchase price of $962.7 million.

As of December 31, 2024, we have made installment payments totaling $823.5 million.

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

Assuming the remaining outstanding 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”) and the 2024 Convertible Notes (collectively, the “Convertible Notes”) are not converted into common stock, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $0.7 million in each calendar year from 2025 through 2026 in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2025 through 2031 in connection with the 2.125% Convertible Senior Notes due 2031 and (ii) principal for each of the Convertible Notes upon maturity, for a total of $2.3 billion, will be payable under the terms of the Convertible Notes.

Refer to Note 17 – Debt in the notes to our Consolidated Financial Statements included in this Annual Report for further information.

Under these arrangements, we expect to pay at a minimum approximately $510.8 million in total payments during the calendar years 2026 through 2028.

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

As of December 31, 2025, we had a remaining commitment of approximately $42.0 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2026.

Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) 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 (ii) 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 16 – Debt in the notes to our Consolidated Financial Statements, for further information.

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

We expect to make payments of $1.9 million and $0.2 million related to operating and finance leases, respectively, in 2025 and $32.3 million and $89.6 million related to operating and finance leases, respectively, thereafter.

Refer to Note 18 – Leases in the notes to our Consolidated Financial Statements included in this Annual Report, for further information.

On October 15, 2024, we announced securing a $200.0 million line of credit, collateralized by approximately 2,997 of our bitcoin holdings.

We used the funds for general corporate purposes.

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

We expect to make payments of $4.5 million related to operating leases and a $0.2 million payment related to the finance lease for 2026, and $70.6 million and $89.5 million related to operating and finance leases, respectively, thereafter.

Refer to Note 17 – Leases in the notes to our Consolidated Financial Statements, for further information.

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 December 31, 2025, all of which were fully utilized.

Refer to Note 16 – Debt in the notes to our Consolidated Financial Statements, for further information.

CRITICAL ACCOUNTING ESTIMATES

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• The third-party entity that holds the digital assets can deploy those assets at its discretion for the duration of the lending arrangement and bears the risk of loss or theft of those assets, and otherwise has the ability to direct the use of the assets transferred.

If we conclude derecognition is appropriate, we derecognize the loaned digital assets that we no longer control and recognizes a right to receive back in the future such loaned digital assets.

If we conclude derecognition is appropriate, we derecognize the loaned digital assets that we no longer control and recognize a right to receive back in the future such loaned digital assets.

In accordance with ASU 2023-08, digital asset receivable is recorded at the fair value of the underlying digital assets.

Throughout the period that the digital asset receivable is outstanding, the receivable will be measured at fair value of the underlying loaned digital asset with changes recorded in other non-operating income (loss) in current period earnings.

At loan commencement and throughout the loan period, we consider and account for the credit risk of the borrower using the principles in Topic 326 – Financial Instruments - Credit Losses (“Topic 326”) to measure any credit impairment.

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

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

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

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

Accordingly, we utilize the group method of depreciation for our digital asset mining rigs.

We update the estimated useful lives of our asset group of digital asset mining rigs periodically as information on the operations of the mining rigs indicate changes are required.

We assess and adjust the estimated useful lives of our mining rigs when there are indicators that the productivity of the mining assets is higher or lower than the assigned estimated useful lives.

Judgment is necessary in estimating the useful lives of our various assets.

We periodically update the estimated useful lives of our asset group of digital asset mining rigs as information on the operations of the mining rigs indicate that changes are required.

Changes in technological capabilities and market-related factors, such as the price of bitcoin, could impact the determination of useful lives of our mining rigs.

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

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

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

Recoverability of assets held and used is measured by comparing their carrying amount to the undiscounted future cash flows expected to be generated by the asset group.

Significant judgment is used when estimating future cash flows, including assumptions regarding the price of bitcoin.

If such assets are not recoverable, an impairment is recorded for the amount by which the carrying amount of the assets exceeds their fair value, determined in accordance with ASC 820 - Fair Value Measurement .

Changes in our estimates of useful lives, undiscounted cash flows or asset fair value could result in additional, potentially material impairments charges, which could have a material impact on our financial results.

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.

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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 of being sustained.

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 year ended December 31, 2025.

Assets Acquired and Liabilities Assumed in a Business Combination

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What changed 10-K

Item 7. Management’s Discussion and Analysis