What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 765 added, 603 removed, 890 unchanged (61% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Notes to Consolidated Financial Statements

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

Business Description

Summary of Significant Accounting Policies

Digital Assets

Advance to Vendors and Deposits

Property and Equipment

Goodwill and Intangible Assets

Fair Value Measurement

Net Income (Loss) per Share

Stockholders’ Equity

Stock-based Compensation

Accrued Expenses

Commitments and Contingencies

Related Party Transactions

Supplemental Consolidated Financial Information

Subsequent Events

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of MARA Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of MARA Holdings, Inc.

and its subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, of equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Bitcoin Mining Revenue

As described in Note 4 to the consolidated financial statements, the Company recorded $907 million of revenues during the year ended December 31, 2025, of which $839.2 million related to the Company providing bitcoin transaction verification services to the transaction requester, in addition to the Bitcoin network, through a Company-operated mining pool as the operator (“Operator”) (such activity, “mining”), as well as $44.8 million related to providing a service of performing hash calculations to third-party pool operators alongside collectives of third-party bitcoin miners (such collectives, “mining pools”) as a participant (“Participant”).

As the Operator, the Company is entitled to non-cash compensation in the form of a block reward of 3.125 bitcoin, as well as the transaction fees paid by the transaction requester payable in bitcoin for each successful validation of a block.

As a Participant in a third-party operated mining pool, the Company is entitled to non-cash compensation in the form of block rewards and transaction fees, as applicable, less mining pool fees based on the pool operator’s payout model, payable in bitcoin.

The principal considerations for our determination that performing procedures relating to bitcoin mining revenue is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s bitcoin mining revenue recognition and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s recognition of bitcoin mining revenue.

These procedures also included, among others (i) comparing the bitcoin received as revenue during the year from the Company’s records to the Company’s wallet addresses on the public blockchain;

(ii) confirming the total mining rewards earned with the third-party mining pool operator and comparing the information in the confirmation response to the Company’s records;

(iii) testing revenue recognized for a sample of revenue transactions by obtaining the quantity of bitcoin received from the public blockchain and the price of bitcoin at the time bitcoin is obtained from external sources;

(iv) testing mining revenue transactions by developing an independent expectation of revenue and comparing the independent expectation to the amount recorded, which included (a) performing site visits at the Company’s facilities where the mining hardware is located and performing property and equipment observations of the mining equipment related to the Company’s computational power and (b) obtaining the block reward rate and blockchain total network hashrate from the public blockchain and bitcoin prices from external sources;

and (v) the involvement of professionals with specialized skill and knowledge to assist in testing the mining equipment’s connection to the network during the property and equipment observations of the mining equipment.

Existence of and Rights to Bitcoin Digital Assets

As described in Notes 2 and 5 to the consolidated financial statements, the Company has investments in bitcoin digital assets.

As disclosed by management, digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet which holds the digital you assets.

extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Company would be unable to access the digital assets, and the private key would not be capable of being restored by the respective digital asset network.

As of December 31, 2025, the fair value of the Company’s bitcoin digital assets was $3.369 billion.

The principal considerations for our determination that performing procedures relating to the existence of, and the Company’s rights to, bitcoin digital assets is a critical audit matter are (i) a high degree of auditor effort in performing procedures and evaluating audit evidence related to the existence of, and the Company’s rights to, the bitcoin digital assets and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included the involvement of professionals with specialized skill and knowledge to assist in evaluating evidence of the effectiveness of the third-party custodians’ controls related to (i) reconciliation of the holdings of bitcoin from the third-party custodians’ records to the public blockchain and (ii) safeguarding of the holdings of bitcoin held by the third-party custodians, including the generation of the private cryptographic keys and the storing of these keys.

These procedures also included, among others (i) confirming the Company’s holdings of bitcoin with the third-party custodians as of December 31, 2025 and comparing the information in the confirmation responses to the Company’s records;

(ii) comparing the bitcoin received as revenue during the year from the Company’s records to the Company’s wallet addresses on the public blockchain;

(iii) confirming the Company’s bitcoin received as revenue through participation in third party mining pools during the year with the third party mining pool operator and comparing the information in the confirmation response to the Company’s records;

(iv) testing purchases, sales, and lending transactions executed by the Company related to the holdings of bitcoin for a sample of transactions by obtaining and inspecting source documents, such as trade tickets, third-party custodian statements, bank statements, and lending agreements, as well as whether the transactions were appropriately authorized by the Company by obtaining and inspecting approval records;

and (v) comparing the holdings of bitcoin from the third-party custodians’ confirmation responses to the public blockchain.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

March 2, 2026

We have served as the Company’s auditor since 2025.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of MARA Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MARA Holdings, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 3, 2025, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 5 to the financial statements, the Company changed its method of accounting for digital assets during the year ended December 31, 2023 by early adopting ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60):

Accounting for and Disclosure of Crypto Assets, effective January 1, 2023 using the modified retrospective method.

We have audited the accompanying consolidated balance sheet of MARA Holdings, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations, equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

Revenue Recognition from Mining Operations

As disclosed in Note 4 to the financial statements, the Company’s ongoing major or central operation is to provide bitcoin transaction verification services to the transaction requestor, in addition to the bitcoin network through a Company-operated mining pool as the operator, and to provide a service of performing hash calculations to third-party pool operators alongside collectives of third-party bitcoin miners as a participant.

We identified the procedures performed related to revenue recognition as a critical audit matter due to the nature and extent of audit effort required to perform audit procedures over the completeness, and occurrence of revenue recognized.

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others:

• We performed site visits at the Company’s facilities where the mining hardware is located, which included observations of the physical controls and mining equipment inventory.

• We independently traced certain financial and performance data directly to the blockchain network to test the completeness, occurrence and accuracy of mining revenue as the operator.

• We independently confirmed with the third-party mining pool operator the significant contractual terms utilized in the determination of mining revenue, total mining rewards earned, and the digital asset wallet addresses in which the rewards are deposited to test the occurrence and accuracy of mining revenue as the participant.

• We confirmed the year-end digital asset balances directly with the custodians of the Company’s wallets.

Assets Acquired and Liabilities Assumed in Business Combinations

As disclosed in Note 3 to the financial statements, the Company completed acquisitions of two operational data centers and three operational bitcoin mining sites.

The Company accounted for these transactions under the acquisition method for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identified property, plant and equipment, customer relationship related intangible assets, and contingent earnouts.

We identified the fair valuation of property, plant and equipment, customer relationship related intangible assets and contingent earnouts as a critical audit matter because of the significant estimates and assumptions made by management in the process.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecast of future cash flows, and use of significant unobservable inputs and assumptions, including the need to involve our fair value specialists.

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others:

• We obtained an understanding of management’s process over the valuation of these identified assets and liabilities.

• We evaluated the reasonableness of management’s forecast of future cash flows used in the fair valuation of customer relationship related intangible assets by comparing to contracts, historical results and other metrics.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, and significant unobservable inputs and assumptions by:

◦ Testing the source information underlying the determination of certain significant unobservable inputs and assumptions;

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

◦ Developing a range of independent estimates for other unobservable assumptions and comparing them to the assumptions used by management;

◦ Testing the mathematical accuracy of the calculations.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021 .

We served as the Company’s auditor from 2021 through 2025 .

Costa Mesa, CA

March 3, 2025

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

MARA HOLDINGS, INC.

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Digital assets, current portion

4,327 639,660

Other receivables

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Digital assets, net of current portion

3,369,245 3,223,989

Digital assets - receivable, net

1,336,868 960,057

Property and equipment, net 1,490,635 1,549,491

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Intangible assets, net 988 2,714

Total long-term assets 6,622,631 6,330,944

TOTAL ASSETS $ 7,286,899 $ 6,801,317

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Accrued expenses 86,985 76,887

Notes payable, current portion 47,845 —

Line of credit, current portion 350,000 —

Operating lease liabilities, current portion 1,722 239

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Total current liabilities 521,875 95,197

Notes payable 2,246,578 325,654

Line of credit

See accompanying notes to the Consolidated Financial Statements

Notes payable, net of current portion 3,202,082 2,246,578

Line of credit, net of current portion — 200,000

Operating lease liabilities, net of current portion 39,714 22,977

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Total long-term liabilities 3,287,934 2,570,178

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

Commitments and Contingencies (Note 18)

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Accumulated deficit

( 1,337,867 ) ( 26,387 )

Total stockholders’ equity attributable to MARA 3,471,720 4,129,033

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$ 7,286,899 $ 6,801,317

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements

MARA HOLDINGS, INC.

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(in thousands, except share and per share data) 2025 2024 2023

Total revenues $ 656,378 $ 387,508 117,753

Costs and expenses

Cost of revenues

Mining and hosting services

Revenues $ 907,093 $ 656,378 $ 387,508

Costs and operating expenses

Purchased energy costs 179,041 98,160 —

Operating and maintenance costs 95,984 63,828 14,316

Third-party hosting and other energy costs

292,243 257,276 212,322

General and administrative 349,941 253,964 83,611

Depreciation and amortization 772,768 429,185 179,578

Total cost of revenues ( 815,751 ) ( 402,851 ) ( 151,424 )

Operating expenses

General and administrative expenses ( 272,078 ) ( 92,418 ) ( 56,641 )

Change in fair value of digital assets 304,627 ( 813,814 ) ( 331,484 )

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

( 2,043 ) — —

Research and development

( 13,229 ) ( 2,812 ) ( 98 )

Impairment of goodwill and other assets

Taxes other than on income 9,168 8,335 5,442

Early termination expenses 5,000 38,061 —

( 38,061 ) — —

Amortization of intangible assets ( 22,919 ) — —

Legal reserves — — ( 26,131 )

Impairment of deposits due to vendor bankruptcy filing — — ( 24,661 )

Impairment of digital assets — — ( 182,891 )

Impairment of patents — — ( 919 )

Impairment of mining equipment and advances to vendors — — ( 332,933 )

Gain on sale of equipment, net of disposals — — 83,879

Losses on digital assets held within investment fund

Research and development 30,117 13,229 2,812

Restructuring costs 23,796 — —

Total costs and operating expenses

2,131,343 350,267 166,597

Total operating expenses 465,484 236,254 ( 639,872 )

Operating income (loss)

( 1,224,250 ) 306,111 220,911

Other income (loss)

Change in fair value of digital assets - receivable, net

Gain on investments

Loss on hedge instruments

( 121,042 ) 299,796 —

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

Impairment of loan and investment due to vendor bankruptcy filing — — ( 31,013 )

Net gain from extinguishment of debt

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Interest expense ( 48,381 ) ( 12,996 ) ( 10,350 )

Other non-operating income (loss)

Equity in net earnings of unconsolidated affiliate ( 4,699 ) ( 1,505 ) ( 617 )

Other ( 26,780 ) ( 4,735 ) ( 17,421 )

Total other income (loss)

( 144,018 ) 310,392 56,688

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355,167,578 311,841,347 192,293,277

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements

MARA HOLDINGS, INC.

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CONSOLIDATED STATEMENTS OF EQUITY

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

Common Stock Additional Paid-in Capital Accumulated Deficit

Total Stockholders’ Equity

Noncontrolling Interest Total Equity

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145,565,916 $ 15 $ 1,226,267 $ ( 840,341 ) $ 385,941 $ — $ 385,941

Stock-based compensation, net of tax withholding 490,910 1 24,514 — 24,515 — 24,515

Issuance of common stock, net of offering costs 42,141,733 4 361,482 — 361,486 — 361,486

Common stock issued for service and license agreements 200,000 — 4,577 — 4,577 — 4,577

Net loss — — — ( 694,022 ) ( 694,022 ) — ( 694,022 )

Balance at December 31, 2022 145,565,916 $ 15 $ 1,226,267 $ ( 840,341 ) $ 385,941 $ — $ 385,941

Stock-based compensation, net of tax withholding 1,269,230 — 32,264 — 32,264 — 32,264

Stock-based compensation 1,269,230 — 32,264 — 32,264 — 32,264

Issuance of common stock, net of offering costs 64,271,828 6 608,359 — 608,365 — 608,365

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Balance at December 31, 2023 242,829,391 $ 24 $ 2,183,537 $ ( 567,640 ) $ 1,615,921 $ — $ 1,615,921

Stock-based compensation, net of tax withholding 5,894,877 — 155,095 — 155,095 — 155,095

Stock-based compensation 5,894,877 — 155,095 — 155,095 — 155,095

Issuance of common stock, net of offering costs 93,411,158 10 1,851,611 — 1,851,621 — 1,851,621

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

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

Stock-based compensation 6,612,005 — 172,295 — 172,295 — 172,295

Issuance of common stock, net of offering costs 35,339,308 3 568,560 — 568,563 — 568,563

Repurchase of shares in settlement of restricted stock ( 2,744,874 ) — ( 46,921 ) — ( 46,921 ) — ( 46,921 )

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

Distribution to noncontrolling interest — — — — — ( 1,127 ) ( 1,127 )

Net loss — — — ( 1,311,480 ) ( 1,311,480 ) ( 412 ) ( 1,311,892 )

Balance at December 31, 2025 379,464,892 $ 37 $ 4,809,550 $ ( 1,337,867 ) $ 3,471,720 $ 5,370 $ 3,477,090

See accompanying notes to the Consolidated Financial Statements

MARA HOLDINGS, INC.

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Depreciation and amortization 772,768 429,185 185,539

Amortization of prepaid service contract — — 22,781

Gain on sale of equipment, net of disposals

— — ( 83,879 )

Deferred tax expense

Deferred tax (benefit) expense

( 58,646 ) 73,217 15,286

Losses on digital assets held within investment fund

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

425,669 ( 1,113,610 ) ( 331,484 )

Impairment of digital assets — — 182,891

Impairment of mining equipment and advances to vendors — — 332,933

Allowance for credit losses

Gain on investments

Impairment of goodwill and other assets

Net gain on investments

( 12,616 ) ( 4,236 ) —

Loss on hedge instruments

Stock-based compensation 172,295 157,642 32,644

Change in fair value of derivative instrument

( 40,372 ) 2,043 —

Early termination expenses

Amortization of intangible assets 22,919 — —

Amortization of debt issuance costs 2,714 3,168 3,945

5,000 38,061 —

Equity in net earnings of unconsolidated affiliate 4,699 1,505 617

Impairment of patents — — 919

Impairment of deposits due to vendor bankruptcy filing — — 55,674

Gain on extinguishment of debt, net

Net gain on extinguishment of debt

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

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Revenues from digital assets production ( 897,448 ) ( 624,740 ) ( 385,959 )

Accounts receivable ( 9,319 ) — —

Other receivables 1,813 ( 9,319 ) —

Deposits 18,238 ( 189,605 ) ( 23,777 )

Prepaid expenses and other assets 11,836 ( 1,881 ) ( 48,887 )

Prepaid expenses and other current assets

1,704 11,836 ( 1,881 )

Accounts payable and accrued expenses ( 2,855 ) 13,198 ( 589 )

Legal reserve payable — — 1,171

Net cash used in operating activities

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Advances to vendors ( 153,240 ) ( 817,297 ) ( 158,940 )

Acquisitions, net of cash acquired

Acquisition, net of cash acquired

( 36,369 ) ( 335,630 ) —

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Purchase of equity investments ( 24,444 ) ( 9,956 ) —

Deconsolidation of fund — — ( 500 )

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

Sale of digital assets in investment fund — — 849

Net cash (used in) provided by investing activities

Net cash used in investing activities

( 669,920 ) ( 3,229,059 ) 4,595

See accompanying notes to the Consolidated Financial Statements

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock, net of issuance costs 568,563 1,851,621 608,365

Proceeds from issuance of Series A preferred stock, net of issuance costs

Proceeds from issuance of Convertible Notes, net of issuance costs

1,014,022 2,178,679 —

Proceeds from issuance of Series A preferred stock, net of issuance costs

Redemption of Series A preferred stock

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Repurchase of shares in settlement of restricted stock ( 46,921 ) ( 37,404 ) ( 380 )

Proceeds from term loan borrowings, net of issuance costs — — 49,250

Borrowings from revolving credit agreement

Line of credit

150,000 200,000 —

Repayment of finance lease liabilities

( 168 ) ( 163 ) —

Repayment of Convertible Notes

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Repayment of term loan borrowings — — ( 50,000 )

Purchased capped calls ( 39,770 ) —

Contribution from noncontrolling interest

Value of shares withheld for taxes ( 2,547 ) ( 380 ) ( 81 )

Net cash provided by financing activities

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$ 559,132 $ 403,771 $ 357,313

The accompanying notes are an integral part to these audited Consolidated Financial Statements.

See accompanying notes to the Consolidated Financial Statements

MARA HOLDINGS, INC.

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MARA Holdings, Inc.

(together with its subsidiaries, the “Company” or “MARA”) leverages digital asset compute that develops and deploys innovative technologies to build a more sustainable future.

MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into economic value.

The Company also offers advanced technology solutions to optimize data center operations, including next-generation liquid immersion cooling and firmware for bitcoin miners.

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

(together with its subsidiaries, the “Company” or “MARA”) is an energy and digital infrastructure company that leverages Bitcoin mining and artificial intelligence (“AI”) compute to monetize excess energy and underutilized power, optimize power management across operations and support AI inference applications.

The Company is focused on two key priorities:

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

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

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned and controlled subsidiaries.

Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired.

All significant intercompany accounts and transactions, including any noncontrolling interest, have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant accounting estimates inherent in the preparation of the Company’s financial statements include fair value of assets acquired and liabilities assumed in a business combination, estimates associated with the useful lives of property and equipment, realization of long-lived assets, impairment of goodwill, valuation of derivative instruments, deferred income taxes, unrealized tax positions, measurement of digital assets and related receivables and loss contingencies.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant accounting estimates inherent in the preparation of the Company’s financial statements include measurement of digital assets and related receivables, fair value of assets acquired and liabilities assumed in a business combination, determination of useful lives of property and equipment and finite-lived intangible assets, recoverability of long-lived assets, impairment of goodwill, valuation of derivative instruments, stock-based compensation, deferred income taxes, and loss contingencies.

Actual results could differ from those estimates.

Reclassifications

Effective the first quarter of 2025, the Company made certain changes to the presentation of its Consolidated Statements of Operations to provide greater transparency and improve the usefulness of its financial reporting.

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

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

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

These changes are intended to provide more meaningful information regarding the nature of the Company’s operating expenses and to align the presentation with the evolving nature of the Company’s operations.

Certain prior period amounts have been reclassified to conform to the current period presentation.

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The Company’s CODM group is composed of the Chief Executive Officer and Chief Financial Officer.

The Company operates as one operating segment and uses net income as measures of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment.

The Company operates as one operating segment and uses net income as a measure of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment.

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

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

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

Cash and Cash Equivalents

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

As of December 31, 2024, substantially all of the Company’s cash and cash equivalents were FDIC insured.

As of December 31, 2025, substantially all of the Company’s cash and cash equivalents were FDIC insured or government backed.

Restricted Cash

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Digital Assets

On July 25, 2024, the Company adopted a full holding onto bitcoin (“HODL”) approach towards its bitcoin treasury policy, retaining all bitcoin mined in its operations, and may periodically make strategic open market purchases of bitcoin.

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

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

In addition, digital assets loaned and collateralized were reported as “Digital assets - receivable, net” at December 31, 2024 and classified as long-term assets on the Consolidated Balance Sheets as it is the Company’s intent to maintain the loaned and collateralized bitcoin consistent with its HODL policy.

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

In 2025, the Company began selling bitcoin to fund operations to enhance financial flexibility, and in 2026, the Company expects to continue to monetize bitcoin opportunistically to enhance our financial flexibility, including to provide liquidity or to fund capital projects and other initiatives that the Company believes will enhance long-term shareholder value, subject to market conditions and the Company’s capital allocation priorities.

Bitcoin digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold the majority of its bitcoin for long-term investment purposes.

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

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

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

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

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

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

– Goodwill and Other – Crypto Assets (“ASC 350-60”).

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

Refer to Note 5 – Digital Assets, for further information.

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

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

Digital asset receivables that do not have a prespecified maturity date are repayable at the option of the Company, and the borrower may repay at any time, without penalty or premium.

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

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

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

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

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

The changes in fair value is recognized on the Consolidated Statements of Operations, in accordance with ASC 2023-08.

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

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

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

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

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

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

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

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

As of December 31, 2025, the Company terminated the SMA agreement and withdrew all remaining bitcoin held in the SMA.

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

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

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

Allowance for credit losses are included in “Other non-operating income (loss)” on the Consolidated Statements of Operations.

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

Other Receivable

The Company acquired accounts receivable as a result of its acquisition of GC Data Center Acquisition on January 12, 2024, which consist of trade receivables.

Refer to Note 3 - Acquisitions, for further information.

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

The allowance for credit losses was $ 8.6 million as of December 31, 2024.

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

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

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

In addition, the Company evaluates its financing and service arrangements to determine whether certain arrangements contain features that qualify as embedded derivatives requiring bifurcation in accordance with Accounting Standard Codification (“ASC”) 815 - Derivatives and Hedging .

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

There were no embedded derivatives requiring separation from the host instrument as of December 31, 2024 and December 31, 2023.

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

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

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

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

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

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

Bitcoin Derivatives

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

During the year ended December 31, 2024, the Company recorded a $ 0.6 million loss on derivatives as a non-operating charge on the Consolidated Statements of Operations, all settled through cash payments.

There were various derivative instruments to mitigate bitcoin market pricing volatility risk outstanding as of December 31, 2024, and no derivatives instruments outstanding as of December 31, 2023.

During the year ended December 31, 2025 and 2024, the Company recorded a $ 9.9 million and $ 0.6 million loss, respectively, on derivatives as a non-operating expense on the Consolidated Statements of Operations, settled through bitcoin.

Energy Derivatives

The Company acquired a commodity swap contract as a result of its acquisition of GC Data Center Acquisition on January 12, 2024, refer to Note 3 - Acquisitions, for further information.

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

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

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

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

As of December 31, 2025, the estimated fair value of the Company’s derivative asset instrument was $ 49.3 million, estimated using observable market-based inputs classified under Level 2 of the fair value hierarchy.

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

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

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

The following table presents changes in fair value of the derivative instrument for the years ended December 31, 2025 and 2024:

(in thousands)

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Balance at December 31, 2024

Change in fair value of derivative instrument 40,372

Balance at December 31, 2025

Property and Equipment

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The Company will assess and adjust the estimated useful lives of its mining equipment when there are indicators that the productivity of the mining assets is longer or shorter than the assigned estimated useful lives.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination.

Goodwill is not subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with ASC 350 - Intangibles - Goodwill and Other .

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

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

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

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

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

Finite-Lived Intangible Assets

Intangible assets are recorded at cost less any accumulated amortization and any accumulated impairment losses.

Intangible assets acquired through business combinations are measured at fair value at the acquisition date.

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

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

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805 - Business Combinations , by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair value.

The determination of fair value involves assumptions, estimates and judgments.

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

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

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

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

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

Acquisition related expenses are recognized separately from the business combination and are expensed as incurred.

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

The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

During the year ended December 31, 2025, the Company recorded an impairment of $ 26.0 million related to certain mining rigs damaged by severe storms.

Refer to Note 7 – Property and Equipment, for further information.

Investments, which may be made from time-to-time for strategic reasons, are included in non-current assets on the Consolidated Balance Sheets.

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Other Investments

Investments in which the Company does not have the ability to exercise significant influence and does not have readily determinable fair values, are recorded at cost minus impairment, plus or minus changes from observable price changes in orderly transactions for identical or similar investments of the same issuer, in accordance with the measurement alternative described in ASC 321 - Investments – Equity Securities .

As part of the Company’s policy to maximize return on strategic investment opportunities, while preserving capital and limiting downside risk, the Company may at times enter into equity investments or Simple Agreements for Future Equity (“SAFE”).

The nature and timing of the Company’s investments will depend on available capital at any particular time and the investment opportunities identified and available to the Company.

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Refer to Note 17 – Leases, for further information.

Stock-based Compensation

The Company recognizes stock-based compensation expense for awards to employees and non-employees based on the grant date fair value of the award and uses the graded-vesting method to recognize expense on a straight-line basis over the requisite service period from the date of grant of the award for each separately vesting tranche.

The Company classifies its stock-based compensation within “General and administration expenses” on the Consolidated Statements of Operations as any portion of mining activities related to Cost of revenues is immaterial.

Refer to Note 14 – Stockholders' Equity, for further information.

The Company accounts for forfeitures as they occur and reverses compensation cost previously recognized in the period the award is forfeited.

Impairment of Long-lived Assets

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

The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company recognizes revenue under ASC 606 – Revenue from Contracts with Customers .

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination.

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

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

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

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

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

During the Company’s annual goodwill impairment assessment for the year ended December 31, 2025, the Company concluded that the carrying amount of its reporting unit exceeded the fair value and recognized a goodwill impairment of $ 82.8 million.

Refer to Note 9 – Goodwill and Intangible Assets, for further information.

Finite-Lived Intangible Assets

Intangible assets are recorded at cost less any accumulated amortization and any accumulated impairment losses.

Intangible assets acquired through business combinations are measured at fair value at the acquisition date.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair value.

The determination of fair value involves assumptions, estimates and judgments.

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

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

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

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

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

Acquisition related expenses are recognized separately from the business combination and are expensed as incurred.

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The core principle of the revenue standard is that a reporting entity should recognize revenues to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Refer to Note 4 – Revenues, for further information.

Purchased Energy Costs

The Company defines purchased energy costs as the amount paid to power providers for power consumed related to the Company’s owned Bitcoin mining operations.

Third-Party Hosting and Other Energy Costs

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

As of December 31, 2025, the Company has third party hosting agreements extending through 2028.

Refer to Note 18 – Commitments and Contingencies, for further information.

Stock-based Compensation

The grant date fair value of awards with market-based conditions is determined using the Monte Carlo simulation model.

Restricted stock units represent the right to receive a certain number of shares of the Company’s common stock, with vesting subject to a service requirement.

Performance-based stock units represent the right to receive a number of shares of the Company’s common stock based on the achievement of performance-based measures or market-based conditions, with vesting subject to a service requirement.

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

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

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

Refer to Note 14 – Stock-based Compensation, for further information.

Research and Development

Research and development costs consist primarily of contractor costs, equipment, supplies, personnel, and related expenses for research and development activities.

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

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

Research and development costs were $ 30.1 million, $ 13.2 million and $ 2.8 million, for the years ended December 31, 2025, 2024 and 2023 respectively.

Restructuring Costs

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

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

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

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

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

Restructuring costs incurred during the year ended December 31, 2025, primarily consisted of asset write-off charges, contract termination costs and facility exit costs of $ 23.8 million, recorded on the Consolidated Statements of Operations.

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

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

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A valuation allowance is required to the extent any deferred tax assets may not be realizable.

ASC 740 - Income Taxes , also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

ASC 740, Income Taxes (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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

In December 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

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

Targeted Improvements to the Accounting for Internal Use Software (“ASU 2025-06”).

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

The new standard is effective for

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

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

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

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

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

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

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

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which amends the guidance for identifying the accounting acquirer in transactions involving the acquisition of a variable interest entity that meets the definition of a business.

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

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

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

In March 2025, the FASB issued ASU 2025-02, Liabilities (405):

Amendments to SEC Paragraph Pursuant to SEC Staff Accounting Bulletin No.

122 (“ASU 2025-02”).

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

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

In December 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments (“2024-04”).

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

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations.

Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03.

The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods

beginning January 1, 2028, with early adoption permitted.

The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted.

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

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

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

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

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the Company’s chief operating decision–making group (the “CODM”).

The new standard is effective for the Company for its annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, with early adoption permitted.

The Company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on the Consolidated Financial Statements.

The Company adopted ASU 2023-09 effective as of January 1, 2025 on a prospective basis, and has included the new tax disclosure requirements within our Form 10-K.

Refer to Note 11 – Income Taxes, for further information.

NOTE 3 – ACQUISITIONS

Wind Farm ( Hansford County, Texas )

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

consideration.

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

In addition, the Company recorded a $ 10.9 million ROU asset and corresponding lease liability and a $ 3.3 million asset retirement obligation and offsetting liability, recognized in property and equipment and other long-term liabilities, respectively.

The acquisition was accounted for as an asset acquisition that did not meet the definition of a business.

The total consideration was allocated based on the relative fair values of the assets acquired and liabilities assumed, and no goodwill was recognized.

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

Arkon Acquisition ( Hannibal and Hopedale, Ohio )

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Total purchase consideration $ 67,020

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

The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of November 5, 2024:

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

The following table summarizes the finalized allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of November 5, 2024:

(in thousands) November 5, 2024

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Total purchase consideration $ 96,773

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

The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of April 1, 2024:

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

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of April 1, 2024:

(in thousands) April 1, 2024

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

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

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

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

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Total purchase consideration $ 189,647

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

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

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

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

(in thousands) January 12, 2024

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

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

During the year ended December 31, 2024, the Company terminated various customer agreements and recognized an $ 18.4 million charge recorded to “Early termination expenses” on the Consolidated Statements of Operations.

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

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

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

The fair value of the lease liability was estimated using a

discounted cash flow approach, which included assumptions regarding current market prices for similar assets, estimated term and discount rates, which are considered Level 3 inputs.

The following table presents the changes in the estimated fair value of the GC Data Center Acquisition contingent consideration liability:

(in thousands)

Balance at December 31, 2023

Contingent consideration liability 3,523

Change in fair value of contingent earn-out 15

Balance at December 31, 2024

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

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

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

The fair value of the customer relationships intangible asset was determined using a discounted cash flow model that incorporates the excess earnings method and will be amortized on an accelerated basis over the projected pattern of economic benefits of approximately 4 years.

projected pattern of economic benefits of approximately 4 years.

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

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

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

Pro Forma Financial Information

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

Year Ended December 31,

(in thousands) 2024 2023

(in thousands, except per share data)

Revenue $ 675,045 $ 492,057

Income before income taxes 623,764 223,636

623,764 223,636

Earnings per common share:

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

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

On January 12, 2024, the Company acquired two operational bitcoin mining sites for the purpose of improving efficiencies and the scale of the Company’s mining operations.

In addition, the Company acquired two bitcoin mining sites within the Arkon Acquisition on November 5, 2024, that provide hosting services to a single customer.

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

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

The Company provides hosting services to institutional-scale crypto mining companies at these sites.

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Hosting services (1)

4,668 31,638 —

Total revenues from contracts with customers 58,704 96,524 57,699

Mining operator - block rewards and other revenue 559,854 329,809 107,870

Mining operator - block rewards 829,949 557,575 329,146

Other Revenue (2)

18,440 2,279 663

Total revenues $ 907,093 $ 656,378 $ 387,508

(1) Includes revenue beginning January 12, 2024, the date of the GC Data Center Acquisition and November 5, 2024, the date of the Arkon Acquisition.

The Company made a strategic decision to exit hosting services upon acquisition of the GC Data Center Acquisition.

(1) Hosting services include revenues associated with prior year acquisitions.

The Company made a strategic decision to exit hosting services upon acquisitions.

Intercompany transactions have been eliminated in consolidation.

Refer to Note 3 - Acquisitions, for further information.

(2) Other revenue consists primarily of management fees received and amounts associated with third-party software arrangements used in the Company’s Bitcoin mining operations.

Mining Operator

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

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

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

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

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

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

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

however, the Company has concluded that it is appropriate to apply ASC 606 by analogy to block rewards earned from the Bitcoin network.

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

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

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

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

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

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

The MaraPool wallet (owned by the Company as Operator) is recorded on the distributed ledger as the winner of proof of

work block rewards and assignee of all validations and, therefore, the transaction verifier of record.

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

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

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

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

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

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

Accordingly, the Company recorded all of the transaction fees and block rewards earned from transactions assigned to MaraPool as revenue, and the portion of the transaction fees and block rewards remitted to MaraPool participants as cost of revenues.

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

The Company measures the non-cash consideration which is fixed as of the inception of each individual contract using the quoted spot rate for bitcoin determined using the Company’s primary trading platform for bitcoin at the time the Company successfully validates a block.

Expenses associated with providing bitcoin transaction verification services, such as hosting fees, electricity costs, and related fees are recorded as cost of revenues.

Depreciation on digital asset mining equipment is also recorded as a component of cost of revenues.

Expenses associated with providing bitcoin transaction verification services, such as hosting fees, electricity costs, and related fees are recorded as purchased energy costs.

Depreciation on digital asset mining equipment is recorded as depreciation and amortization.

Mining Participant

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The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.

The Company is entitled to non-cash compensation based on the pool operator’s payout model.

The Company is entitled to non-cash compensation in the form of block rewards and transaction fees based on the pool operator’s payout model, payable in bitcoin.

The payout methodologies differ depending on the type of third-party operated mining pool.

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

During 2024, the Company participated in FPPS mining pools.

During the year ended December 31, 2025 and 2024, the Company participated in FPPS mining pools.

During 2023, the Company primarily participated in FPPS mining pools and, to a lesser extent, success-based mining pools.

During 2022, the Company primarily participated in success-based mining pools and, to a lesser extent, PPS mining pools.

FPPS Mining Pools

The Company primarily participates in mining pools that use the FPPS payout method for the year ended December 31, 2024.

The Company primarily participated in mining pools that use the FPPS payout method for the year ended December 31, 2025 and 2024.

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

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the daily hash calculations that the Company provided to the pool operator as a percent of the Bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin network block rewards expected to be generated for the same daily period.

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

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

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

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

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

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

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The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.

PPS Mining Pools

The Company participates in PPS pools that provide non-cash consideration similar to the FPPS pools except PPS pools do not include transaction fees, therefore, the non-cash consideration received by the Company is made up of block rewards less mining pool fees.

While the non-cash consideration is variable, the Company has the ability to estimate the variable consideration at contract inception with reasonable certainty.

The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control is transferred, which is the same day as contract inception.

The Company measures the non-cash consideration based on the simple average daily spot rate of bitcoin determined using the Company’s primary trading platform for bitcoin over a 24-hour period beginning midnight UTC and ending 23:59:59 UTC on the day of contract inception.

The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.

Success-based Mining Pools

The Company also participates, to a lesser extent, in third-party mining pools that pay rewards only when the pool successfully validates a block.

For these pools, the Company only earns a reward when the third-party pool

successfully mines a block and its reward is the fractional share of the successfully mined block and transaction fees, reduced by pool operator expenses, based on the proportion of hash calculations the Company performed for the mining pool operator to the total hash calculations performed by all mining pool participants in validating the block during the 24-hour period beginning at midnight UTC and ending 23:59:59 UTC daily.

For these pools, the Company only earns a reward when the third-party pool successfully mines a block and its reward is the fractional share of the successfully mined block and transaction fees, reduced by pool operator expenses, based on the proportion of hash calculations the Company performed for the mining pool operator to the total hash calculations performed by all mining pool participants in validating the block during the 24-hour period beginning at midnight UTC and ending 23:59:59 UTC daily.

Contract inception and the Company’s enforceable right to consideration begins when the Company commences the performance of hash calculations for the mining pool operator.

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The Company recognizes the non-cash consideration on the same day that control is transferred, which is the same day as contract inception.

The Company’s policy was to measure non-cash consideration based on the spot rate of bitcoin at the time the pool successfully validates a block, which was not in accordance with ASC 606-10-32-21 which requires measurement to coincide with contract inception.

Additionally, this measurement was not consistent with the measurement of non-cash consideration for FPPS and PPS pools.

During the three months ended December 31, 2023, the Company corrected this error and changed its measurement of non-cash consideration to the simple average daily spot rate of bitcoin determined using the Company’s primary trading platform for bitcoin on the date of contract inception, which is the same day that control of the contracted service (hash calculations) is transferred to the pool operator.

The change in measurement did not have a material impact to the results of operations for any of the periods presented.

Expenses associated with providing hash calculation services to third-party operated mining pools, such as hosting fees, electricity costs, and related fees, are recorded as cost of revenues.

Depreciation on digital asset mining equipment is also recorded as a component of cost of revenues.

The Company’s policy is to measure non-cash consideration based on the simple average daily spot rate of bitcoin determined using the Company’s primary trading platform for bitcoin on the date of contract inception, which is the same day that control of the contracted service (hash calculations) is transferred to the pool operator.

Expenses associated with providing hash calculation services to third-party operated mining pools, such as hosting fees, electricity costs, and related fees, are recorded as third party hosting and other energy costs.

Depreciation on digital asset mining equipment is recorded as depreciation and amortization.

Hosting Services

The Company operates three bitcoin mining sites, which were acquired during the year ended December 31, 2024, that provide hosting services to institutional-scale crypto mining companies.

The Company operates multiple Bitcoin mining sites, which were acquired during the year ended December 31, 2024, that provide hosting services to institutional-scale crypto mining companies.

Hosting services include colocation and managed services.

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

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

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

Colocation services revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance.

Managed services revenue is recognized at a point-in-time as the control transfers to the customer, satisfying the performance obligation.

Managed services revenue is recognized at a point-in-time as the control

transfers to the customer, satisfying the performance obligation.

The transaction price for colocation services is variable based on the consumption of energy and the managed services price is a fixed rate per miner basis.

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

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

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

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

The Company recognizes revenue for hosting services under the right-to-invoice practical expedient in ASC 606-10-55-18, which allows for the recognition of revenue over time as the Company’s right-to-invoice for final payment corresponds directly with the value of services transferred to the customer to-date.

Expenses associated with providing hosting services are recorded as cost of revenues and depreciation on hosting equipment is recorded as a separate component of cost of revenues.

Expenses associated with providing hosting services are recorded as third-party hosting and other energy costs, and depreciation of hosting equipment is recorded as depreciation and amortization.

NOTE 5 – DIGITAL ASSETS

Effective January 1, 2023, the Company early adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Consolidated Statements of Operations each reporting period.

The Company’s digital assets were within the scope of ASU 2023-08 and a cumulative-effect adjustment of $ 11.5 million as of the beginning of the fiscal year ended December 31, 2023 was recorded for the difference between the carrying amount of the Company’s digital assets and fair value.

Digital assets

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

As of December 31, 2025

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

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Total bitcoin holdings 53,822 4,353,532 4,709,300

Kaspa 34,817,098 5,624 4,327

Other digital assets

Total digital assets held as of December 31, 2025

$ 4,362,117 $ 4,711,691

As of December 31, 2024

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

Bitcoin 34,519 $ 2,415,963 $ 3,223,989

Bitcoin - receivable (1)

10,374 401,334 968,436

Total bitcoin holdings 44,893 2,817,297 4,192,425

Kaspa 34,817,098 5,624 4,327

Total digital assets held as of December 31, 2024

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

(1) The Company’s bitcoin - receivable holdings include 7,377 bitcoin lent out in digital asset loan receivable transactions and 2,997 bitcoin pledged as collateral.

Refer to Note 6 - Digital Assets - Receivable, Net and Note 17 - Debt, for further information.

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

Refer to Note 5 – Digital Assets, “Digital assets - receivable, net,” and Note 16 – Debt, for further information.

The Company earned 33 and 51 bitcoin that were pending distribution from the Company’s equity method investee, the ADGM Entity (as defined below), which are excluded from the Company’s holdings as of December 31, 2025 and 2024, respectively.

The following table presents a roll-forward of the Company’s digital asset holdings during the years ended December 31, 2025 and 2024:

(in thousands) Bitcoin Fair Value KASPA Fair Value

Digital assets and digital assets, restricted at December 31, 2022

(in thousands) Bitcoin Fair Value Other Digital Assets Fair Value

Digital assets at December 31, 2023

$ 639,660 $ —

Cumulative effect of the adoption of ASU 2023-08 11,483 —

Additions of digital assets:

Mining 599,436 23,026

Purchases of digital assets 1,943,882 2,978

Dividends from equity method investee 25,299 —

Disposition of digital assets ( 133,165 ) ( 19,125 )

Realized gain on digital assets 28,738 —

Unrealized gain on digital assets 287,708 —

Realized gain (loss) on digital assets

616,042 ( 1,255 )

Unrealized gain (loss) on digital assets

200,324 ( 1,297 )

Other 1,151 —

Transferred to Digital assets - receivable, net ( 668,640 ) —

Digital assets at December 31, 2024

Additions of digital assets:

3,223,989 4,327

Additions of digital assets:

873,809 11,583

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( 413,118 ) ( 10,067 )

Realized gain (loss) on digital assets (1)

Realized gain on digital assets (1)

154,655 1,445

Unrealized gain on (loss) digital assets

Unrealized loss digital assets

( 454,764 ) ( 4,897 )

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$ 3,369,245 $ 2,391

(1) Realized gains (losses) result from digital asset dispositions and upon the lending or pledging of bitcoin as collateral.

The following tables summarizes the source of funds for the Company’s bitcoin purchases during the year ended December 31, 2024:

(in thousands, except for quantity) Quantity Approximate Value

Cash on hand 2,347 $ 160,356

Net proceeds from the issuance of the September 2031 Notes (1)

4,144 249,000

Net proceeds from the issuance of the March 2030 Notes (1)

9,074 872,353

Net proceeds from the issuance of the June 2031 Notes (1)

6,500 662,173

Total purchases

22,065 $ 1,943,882

(1) Defined below.

(1) Realized gains result from digital asset dispositions and from bitcoin that is loaned, actively managed or pledged as collateral.

Digital assets - receivable, net

Throughout 2024, and once again in the third quarter of 2025 , the Company entered into master securities loan agreements with various counterparties that represent digital asset loan receivables to generate returns from a portion of its bitcoin holdings.

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

During the year ended December 31, 2025, an additional net 2,000 bitcoin were loaned to counterparties, increasing the total bitcoin loaned under these agreements to 9,377 .

On May 6, 2025, the Company entered into an SMA agreement and transferred approximately 2,000 bitcoin to be actively managed under the arrangement.

For the year ended December 31, 2025, the SMA incurred a net loss of approximately $ 22.1 million.

On December 4, 2025, the Company terminated the agreement and withdrew the remaining 1,777 bitcoin held within the SMA, which were returned to the Company and reclassified within “Digital asset, net of current portion.”

As of December 31, 2025 and December 31, 2024, the Company had a total of 5,938 and 2,997 bitcoin pledged as collateral, respectively, in connection with outstanding borrowings under the Line of Credit.

Refer to Note 16 – Debt, for further information.

NOTE 6 – DIGITAL ASSETS - RECEIVABLE, NET

Lending Arrangements

During the year ended December 31, 2024, the Company entered into four separate master securities loan agreements with various counterparties that represent digital asset loan receivables to generate yield from our loaned bitcoin holdings for the Company’s stakeholders.

A total of 7,377 bitcoin were loaned to the counterparties as of December 31, 2024.

Collateralized Digital Assets

During the year ended December 31, 2024, 2,997 bitcoin were collateralized in connection with the lines of credit of $ 200.0 million.

Refer to Note 17 - Debt, for further information on the line of credit.

Digital assets - receivable, net consists of the following:

(in thousands)

December 31, 2024

December 31, 2025 December 31, 2024

Digital asset receivable - lending $ 820,468 $ 688,674

Digital asset receivable - collateralized

Digital asset receivable - trading

Digital asset receivable - borrowing

519,586 279,762

Total digital asset receivable

1,340,055 968,436

Allowance for credit loss

( 3,187 ) ( 8,379 )

Digital assets - receivable, net

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

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

The allowance for credit losses reflects the Company’s current estimate of the potential credit losses associated with the digital asset loan receivable and bitcoin provided as collateral to secure the $ 200.0 million line of credit.

$ 1,336,868 $ 960,057

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

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

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

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

Changes to the allowance for credit losses on loans, based on quarterly analysis’, are recorded as provision for credit losses within “Other non-operating income (loss)” on the Consolidated Statements of Operations.

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

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

In connection with the termination of the SMA agreement and the subsequent return of bitcoin previously actively managed, the related allowance for credit losses was fully released.

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

For the purpose of determining the allowance for credit loss, financial assets with similar risk characteristics are pooled together.

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

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

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

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

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

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

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

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

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

As of December 31, 2025, the Company recorded a corresponding allowance for credit loss of $ 3.2 million, based on the PD LGD approach.

There were no digital asset receivables outstanding or allowance for credit losses recorded as of December 31, 2023,

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

NOTE 6 – ADVANCES TO VENDORS AND DEPOSITS

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

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

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

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

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

As of December 31, 2024 and 2023, such advances totaled approximately $ 121.3 million and $ 95.6 million, respectively.

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

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

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

As of December 31, 2025 and 2024, such advances to mining equipment vendors totaled approximately $ 7.7 million and $ 121.3 million, respectively.

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

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

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

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

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NOTE 7 – PROPERTY AND EQUIPMENT

The components of property and equipment as of December 31, 2024 and 2023 are:

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

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

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120,000 106,784

Equipment 4 - 15

Software and hardware 2 3,316 —

Mining and transportation equipment 4 - 15

292,082 124,900

Asset retirement obligation 8 - 15

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(1) Refer to Note 17 – Leases, for further information regarding the Company’s finance land lease.

The Company recorded an asset retirement obligation of $ 7.9 million for the Granbury data center land lease.

The asset retirement obligation represents the estimated cost to return the site to its original state.

The asset retirement obligation is being depreciated over the term of the lease which is approximately 8 years.

The Company’s accretion expense related to the asset retirement obligation for the year ended December 31, 2024 was $ 0.9 million, respectively.

The Company’s depreciation expense related to property and equipment for the year ended December 31, 2024 and 2023 was $ 403.7 million and $ 179.5 million, respectively.

Depreciation expense related to property and equipment was $ 758.2 million, $ 403.7 million and $ 179.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company reassessed the expected future use of certain mining rigs, resulting in accelerated depreciation of $ 110.5 million included in “Depreciation and amortization” on the Consolidated Statements of Operations for the year ended December 31, 2025.

The Company recognized an impairment change for its mining rigs during the year ended December 31, 2025, as described below, but did not incur any other impairment changes for its property and equipment for the years ended December 31, 2024 and 2023.

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

As of December 31, 2025, the Company recognized an impairment of $ 26.0 million related to storm damage included in “Impairment of goodwill and other assets” on the Consolidated Statements of Operations.

Asset Retirement Obligation

The Company’s asset retirement obligations represent the estimated present value of future costs to return a data mining site back to its original state.

During the year ended December 31, 2025, the Company recognized an addition of $ 3.3 million to asset retirement obligations, related to the Wind Farm land lease.

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

The following table presents the Company’s asset retirement obligation as of December 31, 2025:

(in thousands)

Asset Retirement Obligations

Balance as of December 31, 2023

Obligations incurred during the period 7,879

Accretion 531

Balance as of December 31, 2024

Obligations incurred during the period 3,250

Accretion 804

Balance as of December 31, 2025

NOTE 8 – INVESTMENTS

The components of investments as of December 31, 2024 and 2023 are:

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

(in thousands)

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The ADGM Entity

On January 27, 2023, the Company and Zero Two (formerly known as FS Innovation, LLC) entered into a Shareholders’ Agreement to form an Abu Dhabi Global Markets company (the “ADGM Entity”) in which the Company has a 20 % ownership interest, which is accounted for as an equity method investment.

On January 27, 2023, the Company entered into a Shareholders’ Agreement to form an Abu Dhabi Global Markets company (the “ADGM Entity”) in which the Company has a 20 % ownership interest, which is accounted for as an equity method investment.

The ADGM Entity commenced mining operations in September 2023.

During the year ended December 31, 2024, the Company received a non-monetary dividend in the amount of $ 8.5 million associated with approximately 1,950 mining rigs distributed by Zero Two.

The Company recorded the mining rigs to property and equipment at fair value and recognized a loss of $ 4.1 million that reduced the Company’s investment in the ADGM Entity for the year ended December 31, 2024.

The Company’s share of net losses was $ 1.5 million for the year ended December 31, 2024, including approximately $ 12.4 million of depreciation and amortization and $ 0.6 million for year ended December 31, 2023, including approximately $ 2.1 million of depreciation and amortization.

The Company’s share of net loss for the year ended December 31, 2025 was $ 4.7 million, including approximately $ 13.6 million of depreciation and amortization.

For the prior years ended December 31, 2024 and 2023, the

Company’s share of net losses was $ 1.5 million and $ 0.6 million, respectively, including approximately $ 12.4 million and $ 2.1 million of depreciation and amortization, respectively.

As of December 31, 2025, the Company’s investment in the ADGM Entity was $ 42.7 million and is reflected in “Investments” on the Consolidated Balance Sheets.

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

On September 26, 2024, the Company purchased additional shares of Auradine preferred stock with a purchase price of $ 0.8 million.

On January 10, 2024, the Company purchased additional shares of Auradine preferred stock with a purchase price of $ 8.0 million.

The preferred stock purchased on January 10, 2024 was similar to the Company’s other investments in Auradine preferred stock and, as a result, the Company recorded $ 5.2 million to “Gain on investments” on the Consolidated Statements of Operations to adjust the carrying amount of its investments to an observable price in accordance with the measurement alternative in ASC 321.

SAFE Investments

During the year ended December 31, 2024, the Company entered into two SAFE agreements, for a total carrying value of $ 1.4 million and wrote-down a previous SAFE investment of $ 1.0 million.

As of December 31, 2023, the Company had one SAFE investment with a carrying value of $ 1.0 million, with no impairments or other adjustments.

On February 19, 2025, the Company converted $ 1.2 million from its prior Auradine SAFE investment into preferred stock and purchased additional shares of Auradine preferred stock for a purchase price of $ 20.0 million.

The preferred stock purchased on February 19, 2025 was similar to the Company’s other investments in Auradine preferred stock and, as a result, the Company recorded $ 11.9 million as a gain on investment to adjust the carrying value of its investments to an observable price in accordance with the measurement alternative in ASC 321.

In addition, the Company recorded an additional $ 2.7 million gain on investment to adjust the carrying value of its common stock investment in Auradine to an observable price, in accordance with ASC 321.

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

Other Investments

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

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

As of December 31, 2025, the Company had no Simple Agreements for Future Equity (“SAFE”) investments.

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

NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

The components of goodwill as of December 31, 2024 are:

(in thousands)

As of December 31, 2024

GC Data Center Acquisition $ 30,852

Garden City Acquisition 14,510

Arkon Acquisition

Total goodwill

The Company acquired goodwill from completed acquisitions throughout the year ended December 31, 2024.

As of December 31, 2025, the Company had $ 82.8 million of goodwill attributable to the completed acquisitions during the year ended December 31, 2024.

Refer to Note 3 – Acquisitions, for further information.

There was no goodwill as of December 31, 2023.

The Company completed its annual goodwill impairment analysis as of December 31, 2024 and concluded that its fair value substantially exceeded its carrying value, therefore no goodwill impairment was recorded as of December 31, 2024

There was no additional goodwill during the year ended December 31, 2025.

During the Company’s annual goodwill impairment assessment for the year ended December 31, 2025, management considered a number of factors, including the decline in market capitalization, primarily driven by the significant and sustained decline in the price of bitcoin, affecting operating results and reduced the total value of the Company’s digital asset holdings.

Due to these factors, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value.

Accordingly, the Company performed a quantitative impairment test as part of its annual review.

Under the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit using a market approach, calculated by adjusting the Company’s quoted market capitalization for total debt and cash, cash equivalents and restricted cash.

Management concluded that a control premium was not warranted based on prevailing market conditions.

To ensure consistency between the fair value and carrying value, non-operating assets,

including cash, cash equivalents and restricted cash, digital assets, and digital assets - receivable, net, were excluded from both measurements.

Based on the results, the carrying amount of the Company, including goodwill, exceeded its estimated fair value.

As a result, the Company recognized a non-cash goodwill impairment of $ 82.8 million, included in “ Impairment of goodwill and other assets ” on the Consolidated Statements of Operations.

Following the impairment, there was no remaining goodwill on the Company’s Consolidated Balance Sheets as of December 31, 2025.

Intangible Assets

The following table presents the Company’s intangible assets as of December 31, 2024:

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

As of December 31, 2025

(in thousands) Cost Accumulated amortization Net

(in thousands) Cost Accumulated Amortization

Customer relationships $ 1,000 $ ( 291 ) $ — $ 709

1 unchanged sentence

2,633 ( 1,536 ) ( 1,097 ) —

Capitalized software development costs

287 ( 8 ) — 279

Total intangible assets $ 3,920 $ ( 1,835 ) $ ( 1,097 ) $ 988

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

In connection with the Arkon Acquisition in November 2024, the Company acquired an additional customer relationship intangible asset.

Refer to Note 3 - Acquisitions, for further information.

There were no intangible assets as of December 31, 2023.

As of December 31, 2024

(in thousands) Cost Accumulated Amortization

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

Intellectual property

2,633 ( 878 ) 1,755

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

During the third quarter of 2025, in connection with the restructuring activities, the Company fully eliminated $ 1.1 million of internal intellectual property associated with its technology operations.

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

During the year ended December 31, 2024, the Company fully amortized the customer relationship intangible assets acquired in the GC Data Center Acquisition for $ 22.0 million due to the Company’s strategic decision to exit the hosting services business and termination of customer relationships during the period.

Amortization expense related to intangible assets was $ 0.9 million and $ 22.9 million for the years ended December 31, 2025 and 2024, respectively.

There was no amortization expense related to intangible assets for the year ended December 31, 2023.

The following table presents the Company’s estimated future amortization of finite-lived intangible assets as of December 31, 2025:

(in thousands)

Total $ 2,714

NOTE 10 – FAIR VALUE MEASUREMENT

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Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions

The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, restricted cash, other receivables, deposits, prepaid expenses and other current assets, property and equipment, advances to vendors, accounts payable, accrued expenses, and legal reserve payable approximate their estimated fair market value based on the short-term maturity of these instruments.

Additionally, the carrying amounts reported on the Consolidated Balance Sheets for the Company’s term loan, operating lease liabilities and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company.

The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, restricted cash, other receivables, deposits, prepaid expenses and other current assets, advances to vendors, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments.

Additionally, the carrying amounts reported on the Consolidated Balance Sheets for the Company’s operating lease liabilities and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company.

Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to their fair value measurement.

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

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

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

Recurring measurement of fair value

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(Level 2) Significant unobservable inputs

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

Money market accounts

$ 20,549 $ 20,549 $ — $ —

government bills and securities 381,927 381,927 — —

Digital assets 3,371,636 3,371,636 — —

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(Level 2) Significant unobservable inputs

Money market funds $ 141,147 $ 141,147 $ — $ —

Treasury Bills 60,541 60,541 — —

Money market accounts

$ 292,927 $ 292,927 $ — $ —

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

Digital assets - receivable, net (1)

960,057 — 960,057 —

Derivative instrument (2)

8,947 — 8,947 —

Contingent consideration liability (3)

8,138 — — 8,138

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

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

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

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

Increases (decreases) in market prices and electricity forward curves could result in significant increases (decreases) in the fair value of derivative instruments.

Fluctuations in market prices and electricity forward curves could result in significant increases (decreases) in the fair value of derivative instruments.

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

(3) Represents the estimated amount of acquisition-related consideration expected to be paid in the future as of December 31, 2024 for the GC Center Equity Holdings, LLC acquired on January 12, 2024 and the Arkon Acquisition as of November 5, 2024.

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

Refer to Note 3 - Acquisitions, for further information.

The Company includes the above money market funds and U.S.

treasury bills in cash and cash equivalents on the Consolidated Balance Sheets.

The Company’s U.S.

treasury bills have original remaining maturities of three months or less when purchased.

Effective January 1, 2023, the Company early adopted ASU 2023-08, measuring digital assets at fair value on a recurring basis.

There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2024.

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

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

Refer to Note 3 – Acquisitions and Note 18 – Commitments and Contingencies, for further information.

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

There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2025 and 2024.

Fair value of financial instruments not recognized at fair value

The following tables present information about the Company’s financial instruments that are not recognized at fair value on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively, is as follows:

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

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

4 unchanged sentences

$ 3,249,927 $ 2,617,165 $ — $ —

December 31, 2023

(in thousands) Total carrying value at December 31, 2024

4 unchanged sentences

$ 2,246,578 $ 1,974,398 $ — $ —

There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2024.

As of December 31, 2024 and 2023 there were no other assets and liabilities measured at fair value on a non-recurring basis.

There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2025 and 2024.

NOTE 11 – INCOME TAXES

The Company accounts for income taxes under ASC 740 - Income Taxes , which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards.

The Company accounts for income taxes in accordance with ASC 740, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards.

ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

Income tax expense (benefit) attributable to income from continuing operations was $ 75.5 million, $ 16.4 million and $( 24.2 ) million for the years ended December 31, 2024, 2023 and 2022, respectively, and differed from the amounts computed by applying the U.S.

federal income tax rate of 21% to pretax income from continuing operations as a result of the following:

(in thousands, except percentage data) 2024 2023 2022

Federal income tax expense (benefit) at the statutory rate

Effective January 1, 2025, the Company adopted ASU 2023-09 on a prospective basis, which enhances the transparency and decision usefulness of income tax disclosures in our financial statements.

This update requires entities to disclose a detailed reconciliation of the federal statutory income tax rate to the effective tax rate and the disaggregation of income (loss) before income taxes, income tax benefit (expense) and income taxes paid, net of refunds by domestic federal, domestic state, and foreign jurisdictions.

Furthermore, changes in unrecognized tax benefits must be categorized based on their relation to current or prior annual reporting periods.

For the years ending December 31, 2025, 2024 and 2023, income (loss) before taxes is as follows:

For the Year Ended December 31,

(in thousands) 2025

United States

$ ( 1,359,671 ) $ 616,503 $ 277,599

State income taxes, net of federal tax expense 1.8 % 10,872 0.9 % 2,559 ( 1.6 ) % ( 11,495 )

Executive compensation deduction limitation 3.4 % 21,241 0.9 % 2,587 1.0 % 7,358

Excess tax benefit related to share-based compensation ( 0.4 ) % ( 2,696 ) 0.2 % 470 — % 285

Nondeductible other expenses 0.2 % 1,349 0.6 % 1,798 — % 14

Change in valuation allowance ( 12.6 ) % ( 77,960 ) ( 18.9 ) % ( 52,502 ) 18.2 % 130,462

Prior year true-ups — % — 1.2 % 3,346 — % 127

Other, net ( 1.1 ) % ( 6,828 ) — % ( 128 ) — % ( 198 )

Income tax expense (benefit) from continuing operations

( 8,597 ) — —

Income (loss) before income taxes

$ ( 1,368,268 ) $ 616,503 $ 277,599

The components of the provision for income taxes are as follows:

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$ ( 56,376 ) $ 75,495 $ 16,426

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 are presented below:

A reconciliation of the provision of income taxes to the amount computed by applying the U.S.

federal income tax rate of 21% to income before income taxes after the adoption of ASU 2023-09 is as follows:

For the Year Ended December 31,

(in thousands, except for percentage data)

Federal income tax expense at the statutory rate $ ( 287,249 ) 21.0 %

Domestic federal:

Research and development credits

( 2,325 ) 0.2 %

Nontaxable or nondeductible items:

Compensation adjustments

23,060 ( 1.7 ) %

Political contribution

Controlled foreign company reversal

1,411 ( 0.1 ) %

Changes in valuation allowance

206,966 ( 15.1 ) %

Domestic state income taxes, net of federal tax expense

( 781 ) 0.1 %

Foreign tax effects:

United Arab Emirates

728 ( 0.1 ) %

Worldwide changes in unrecognized tax benefits

769 ( 0.1 ) %

Effective tax rate

$ ( 56,376 ) 4.1 %

A reconciliation of the provision for income taxes to the about computed by applying the U.S.

federal income tax rate of 21% to income before income taxes prior to the adoption of ASU 2023-09 is as follows:

For the Year Ended December 31,

(in thousands, except percentage data) 2024 2023

Federal income tax expense at the statutory rate

$ 129,517 21.0 % $ 58,296 21.0 %

State income taxes, net of federal tax expense 10,872 1.8 % 2,559 0.9 %

Executive compensation deduction limitation 21,241 3.4 % 2,587 0.9 %

Excess tax benefit related to share-based compensation ( 2,696 ) ( 0.4 ) % 470 0.2 %

Non-deductible other expenses 1,349 0.2 % 1,798 0.6 %

Change in valuation allowance ( 77,960 ) ( 12.6 ) % ( 52,502 ) ( 18.9 ) %

Prior year true-ups — — % 3,346 1.2 %

Other, net ( 6,828 ) ( 1.1 ) % ( 128 ) — %

Income tax expense

$ 75,495 12.3 % $ 16,426 5.9 %

Components of deferred tax assets and liabilities at December 31, 2025 and 2024 are presented below:

(in thousands) December 31, 2025

5 unchanged sentences

Property and equipment

27,772 10,463

Stock compensation 13,970 10,435

3 unchanged sentences

Accruals, reserves and other 2,889 3,589

Impairment loss — 36,100

Capital losses

1 unchanged sentence

Total gross deferred tax assets 352,336 177,225

Less valuation allowance — ( 77,960 )

Valuation allowance ( 214,404 ) —

Net deferred tax assets 137,932 177,225

Deferred tax liabilities:

Unrealized gains ( 8,756 ) —

Gain on investment

Property and equipment, net — ( 117,094 )

( 3,640 ) ( 912 )

Digital assets

2 unchanged sentences

Net deferred tax liability $ ( 29,857 ) $ ( 88,503 )

The valuation allowance for deferred tax assets as of December 31, 2023 was $ 78.0 million.

There was a zero valuation allowance for deferred tax assets as of December 31, 2024, resulting in a decrease of the total valuation allowance of $ 78.0 million for the year ended December 31, 2024.

For the year ended December 31, 2024 , the Company concluded, based upon all available evidence, it was more likely than not that it would have sufficient future taxable income to realize the Company’s federal and state deferred tax assets.

As a result, the Company is releasing the valuation allowance against deferred tax assets that are supported by reversing deferred tax liabilities.

At December 31, 2024 , the Company has federal and state net operating loss carryforwards of $ 612.8 million, which are available to offset future taxable income.

In addition, the Company has interest carryforwards of $ 10.5 million.

As of December 31, 2025, the valuation allowance for deferred tax assets was $ 214.4 million.

There was no valuation allowance for deferred tax assets as of December 31, 2024.

Accordingly, the valuation allowance increased by $ 214.4 million for the year ended December 31, 2025.

The increase was primarily attributable to cumulative losses and the expected timing of taxable temporary differences related to the Company’s bitcoin holdings, which reduced the Company’s ability to support realization of its deferred tax assets.

Based on management’s evaluation of all available positive and negative evidence, management concluded that it is more-likely-than-not that the Company will not realize all of its deferred tax assets in the United States.

Accordingly, the Company recorded a valuation allowance to reduce deferred tax assets to the amount expected to be realized.

Changes in the fair market value of bitcoin in future periods may result in corresponding increases or decreases to the valuation allowance.

As of December 31, 2025 , the Company has federal and state net operating loss carryforwards of $ 1.4 billion, which are available to offset future taxable income.

The Company has the following attributes and credit carryforwards:

3 unchanged sentences

State net operating loss carryforwards 255,563 Various

Interest expense carryforwards 10,474 Indefinite

Federal tax credit carryforwards 3,904 2040-2044

State tax credit carryforwards 40 Indefinite

Section 382 and Section 383 of the Internal Revenue Code limit the utilization of U.S.

Section 382 and Section 383 of the Internal Revenue Code impose annual limitations on the utilization of U.S.

tax attribute carryforwards following a change of control.

Based on the Company’s analysis under Section 382, approximately $ 84.5 million of tax attributes are limited by Section 382/383 as of December 31, 2024.

The Section 382/383 limitation in conjunction with the twenty-year carryforward limitation caused $ 33.7 million of attributes to be deemed worthless, which resulted in a write-off of the related deferred tax assets in 2021.

Based on the Company’s analysis, approximately $ 83.9 million of tax attributes were subject to limitation under Section 382 and 383 as of December 31, 2025.

As a result of these limitations, $ 29.7 million of such attributes are expected to expire unutilized.

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the tax years ended December 31, 2025, 2024 and 2023 is as follows:

For the Year Ended December 31,

(in thousands) 2025

Balance, beginning of year

Increase (decrease) related to prior year tax positions

Increase related to current year tax positions 560 75 5,187

$ 5,857 $ 5,296 $ 5,252.00

Change in prior year tax positions

( 24 ) 1 ( 31 )

Change in current year tax positions

Balance, end of year

$ 6,438 $ 5,857 $ 5,296

The Company has established a reserve against its federal research and development tax credits generated in 2025 and previous years.

The Company has also established a reserve related to its executive compensation deduction limitation in 2022.

As of December 31, 2024, the total amount of unrecognized tax benefits was $ 5.9 million, all of which was offset against deferred tax assets.

If the unrecognized tax benefits were recognized as of December 31, 2024, there would be a $ 5.9 million favorable impact that would affect the effective rate on income from continuing operations.

The Company did no t accrue either interest or penalties for the years ended December 31, 2024 and 2023.

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

As of December 31, 2025, the Company had $ 6.4 million of unrecognized tax benefits, all of which were offset against deferred tax assets.

If recognized as of the date, these unrecognized tax benefits would result in a $ 6.4 million favorable impact on the effective rate on income from continuing operations.

The Company accrues interest and penalties related to uncertain tax positions as a component of income tax expense on the Consolidated Statements of Operations.

No interest and penalties were recognized or accrued for the years ended December 31, 2025 and 2024.

The Company does not anticipate that any of its remaining unrecognized tax benefits will be recognized in the next twelve months.

The Company files federal and state income tax returns.

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

For the year ended December 31, 2025, the Company paid $ 2.0 million in cash income taxes, net of refunds.

No cash income taxes, net of refunds were paid to U.S.

federal or foreign tax authorities during the year.

The $ 2.0 million represents cash income taxes paid, net of refunds, to the State of Texas, partially offset by immaterial refunds received from other jurisdictions.

NOTE 12 – NET INCOME (LOSS) PER SHARE

Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share .

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

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

For the year ended December 31, 2025, 2024 and 2023, the Company recorded net income (loss) and as such, the Company calculated the impact of dilutive common stock equivalents in determining diluted earnings per share.

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

The following table presents the total potential securities that were excluded from the computation of net income (loss) per diluted share of common stock, as their inclusion would have been anti-dilutive:

For the Year Ended December 31,

2 unchanged sentences

Restricted stock units 7,644,581 — —

The Convertible Notes (as defined below)

Performance-based restricted stock units (1)

6,945,601 — —

Convertible Notes (2)

81,852,078 — —

Series A Preferred Stock — — 322,654

Total dilutive shares 324,375 647,029 11,392,978

Total anti-dilutive shares

96,766,635 324,375 647,029

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

Refer to Note 14 – Stock-based Compensation, for further information.

(2) Refer to Note 16 – Debt, for further information.

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

2 unchanged sentences

Basic earnings per share of common stock:

Net income (loss) per share of common stock - basic

Net income (loss) attributable to common stockholders - basic

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

4 unchanged sentences

Diluted earnings per share of common stock:

Net income (loss) per share of common stock - basic

Net income (loss) attributable to common stockholders - basic

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

2 unchanged sentences

— ( 10,278 ) ( 62,909 )

Net income (loss) per share of common stock - diluted

Net income (loss) attributable to common stockholders - diluted

$ ( 1,311,480 ) $ 537,339 $ 203,564

3 unchanged sentences

Performance-based restricted stock units — 849,739 —

The Convertible Notes

Convertible Notes

— 16,537,406 8,106,779

4 unchanged sentences

NOTE 13 – STOCKHOLDERS’ EQUITY

On July 27, 2023, the Company’s shareholders approved an amendment to the Company’s articles of incorporation that increased the amount of common stock authorized for issuance to 500,000,000 with a par value of $ 0.0001 per share.

Shelf Registration Statements on Form S-3 and At-the-Market Offering Agreements

In February 2024, the Company commenced a new at-the-market (“ATM”) offering program with H.C.

Wainwright & Co., LLC (“Wainwright”) acting as sales agent (the “2024 ATM”) pursuant to an ATM agreement, under which the Company may offer and sell shares of its common stock from time to time through Wainwright having an aggregate offering price of up to $ 1.5 billion.

During the year ended December 31, 2024, the Company sold 68,747,807 shares of common stock for an aggregate purchase price of $ 1.4 billion, net of offering expenses of $ 34.9 million for the year ended December 31, 2024, respectively, pursuant to the 2024 ATM.

As a result, the Company had $ 102.7 million aggregate offering price remaining under the 2024 ATM at December 31, 2024.

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

At-the-Market Offering Agreements

On March 28, 2025, the Company commenced a new at-the-market (“ATM”) offering program, which replaced the 2024 ATM (as defined below), with Barclays Capital Inc., BMO Capital Markets Corp., BTIG, LLC, Cantor Fitzgerald & Co., Guggenheim Securities, LLC, H.C.

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

During the year ended December 31, 2025, the Company sold 29,910,760 shares of common stock for an aggregate purchase price of $ 471.8 million.

Net offering expenses for the year ended December 31, 2025 was $ 2.4 million.

There was no ATM activity during the fourth quarter of 2025.

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

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

NOTE 14 – STOCK-BASED COMPENSATION

2018 Equity Incentive Plan

On January 1, 2018, the Board adopted the 2018 Equity Incentive Plan (as amended, the “2018 Plan”), which was subsequently approved by the Company’s shareholders on March 7, 2018.

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

In June 2024, the Company’s shareholders approved an amendment to the 2018 Plan that increased the number of shares authorized for issuance thereunder by 15,000,000 shares.

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

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

As of December 31, 2025, the Company had an aggregate of 28,268,139 shares of common stock reserved for future issuance under the 2018 Plan.

A summary of the Company’s stock-based compensation, by category, is as follows:

For the Year Ended December 31,

(in thousands) 2024 2023 2022

Performance-based stock awards $ 47,301 $ — $ —

Service-based stock awards 110,341 32,644 24,595

Total stock-based compensation $ 157,642 $ 32,644 $ 24,595

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

LTIP awards have included service-based RSUs and performance-based restricted stock units (“PSUs”).

PSUs vest subject to the Company’s achievement of defined performance measures and continued employment.

Restricted Stock Units

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

A summary of the Company’s service-based RSU activity for the year ended December 31, 2024, is as follows:

A summary of the Company’s service-based RSU activity is as follows:

Number of RSUs Weighted Average Grant Date Fair Value

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7,988,767 $ 15.44

Granted 5,526,144 14.78

Forfeited ( 1,379,929 )

Vested ( 4,490,401 ) 14.14

Nonvested at December 31, 2025

7,644,581 $ 15.50

As of December 31, 2025, there was approximately $ 51.8 million of aggregate unrecognized stock-based compensation related to unvested service-based RSUs that is expected to be recognized over the next 2.8 years.

Performance-based Restricted Stock Units

The Company granted performance-based restricted stock units (“PSUs”) on May 1, 2024, and subsequently to new hires and for promotions.

These awards generally vest over a four-year period from the date of grant.

Awards are issued in the form of RSUs and are granted pursuant to the 2018 Plan.

The number of PSUs that are subject to vest is directly correlated with the Company’s achievements of a pre-determined metric relating to total stockholder return (“TSR”) for the period from January 1, 2024 through December 31, 2024 (the “Performance Period”).

Based on the Company’s TSR performance relative to the peer group for the Performance Period, the PSU awards will vest between 0 % to 200 % of the target amount over an approximate four-year period.

Determination regarding the Company’s performance relative to the TSR metric will establish the maximum number of shares that are subject

to vesting pursuant to the PSU awards.

Once determined, (i) 25 % of the PSU awards will vest on January 31, 2025, and (ii) the balance of the awards will vest in 12 equal calendar quarters (with 6.25 % of the shares vesting each quarter).

The Company measures the fair value of the PSUs at the grant date using the Monte Carlo simulation model.

The Monte Carlo simulation model requires the input of subjective assumptions, including risk-free interest rate, expected term, expected stock price volatility, market capitalization of peer group, and dividend yield.

The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S.

Treasury securities as of the grant date.

Expected term is consistent with the Performance Period of the awards.

Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life.

The Company does not pay a dividend, therefore, the dividend yield is assumed to be zero.

During the fourth quarter of 2024, the Company revised the peer group for its PSUs to ensure a relevant benchmark for performance evaluation and modified the vesting date of the first tranche to December 31, 2024.

This modification resulted in the recognition of $ 26.1 million of incremental expense in the quarter ended December 31, 2024.

The remaining $ 78.2 million of incremental expense will be recognized over the requisite service period.

A summary of the Company’s PSU activity for the year ended December 31, 2024, is as follows:

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

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

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

A summary of the Company’s PSU activity is as follows:

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

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2,260,612 $ 49.05

(1) The actual performance resulted in a payout of 200 % of the target level.

Granted 3,894,491 16.18

Forfeited ( 831,477 )

Vested ( 1,525,485 ) 44.79

Nonvested at December 31, 2025

3,798,141 $ 20.38

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

As of December 31, 2025, there was approximately $ 54.8 million of aggregate unrecognized stock-based compensation related to unvested PSUs that is expected to be recognized over the next 1.9 years.

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

The Company continues to have 324,375 outstanding warrants, at a weighted average exercise price of $ 25.00 , that are expected to expire in approximately 1.0 years.

The Company continues to have 324,375 outstanding warrants, at a weighted average exercise price of $ 25.00 , that are expected to expire in January 2026.

Stock-based Compensation Expense

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

For the Year Ended December 31,

(in thousands) 2025 2024 2023

Performance-based restricted stock units

$ 87,321 $ 47,301 $ —

Restricted stock units

84,974 110,341 32,644

Total stock-based compensation expense $ 172,295 $ 157,642 $ 32,644

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

For the Year Ended December 31,

(in thousands) 2025 2024 2023

Operating and maintenance costs $ 2,021 $ — $ —

General and administrative 168,641 157,642 32,644

Research and development 1,633 — —

Total stock-based compensation expense $ 172,295 $ 157,642 $ 32,644

NOTE 15 – ACCRUED EXPENSES

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Compensation and related expenses

21,430 13,578

Termination and legal fees

15,342 11,975

Utility expenses

17,920 17,931

Professional fees

12,097 15,186

Other 11,480 5,480

7 unchanged sentences

June 2031 Notes 925,000 925,000

August 2032 Notes

Line of credit 350,000 200,000

1 unchanged sentence

unamortized original issue discount and debt issuance costs

Total long-term portion $ 2,446,578 $ 325,654

( 48,150 ) ( 45,914 )

Total debt less unamortized original issue discount and debt issuance costs

3,599,927 2,446,578

current portion of long-term debt

( 397,845 ) —

Total long-term debt $ 3,202,082 $ 2,446,578

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.

In addition, $ 48.1 million of the remaining principal of the December 2026 Notes is due within the next twelve months.

The Company has historically accessed capital markets, refinanced existing debt and issued new debt;

however, such financing may not always be available.

As of December 31, 2025, the Company believes it has sufficient liquid resources, including cash and cash equivalents of $ 547.1 million and the fair value of the Company’s bitcoin holdings of $ 4.7 billion, to meet its current obligations.

Convertible Senior Notes

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

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

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

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September 2031

Issuance Date November 2021 August 2024 November 2024 December 2024

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

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

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

Remaining Principal (in thousands)

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

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

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

Net Proceeds (1) (in thousands)

1 unchanged sentence

Effective Interest Rate 1.0 % 2.6 % 0.4 % 0.3 % 0.1 %

Date of Holder Put Option (2)

N/A March 1, 2029 December 1, 2027 June 4, 2027 and June 4, 2029 January 4, 2030

Initial Conversion Rate 13.1277 52.9451 38.5902 28.9159 49.3619

3 unchanged sentences

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

Issuance of the June 2031 Notes

On December 4, 2024, the Company issued $ 850.0 million principal of 0.0 % Convertible Senior Notes due 2031.

In addition, on December 10, 2024, the initial purchasers of the June 2031 Notes purchased an additional $ 75.0 million principal of June 2031 Notes for an aggregate principal amount of $ 925.0 million.

The June 2031 Notes were issued pursuant to, and governed by, an indenture (the “Indenture”) with respect to the June 2031 Notes between the Company and the U.S.

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

The June 2031 Notes are senior unsecured obligations of the Company and do not bear regular interest.

The June 2031 Notes will mature on June 1, 2031, unless earlier converted, redeemed or repurchased in accordance with their terms.

The June 2031 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 28.9159 shares per one thousand dollar principal amount of June 2031 Notes, which represents an initial conversion rate price of approximately $ 34.58 per share of common stock.

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

In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its June 2031 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.

Prior to March 1, 2031, the June 2031 Notes are convertible only upon the occurrence of certain events.

On or after March 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date of the June 2031 Notes, holders may convert the June 2031 Notes at any time.

Upon conversion of the June 2031 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

Prior to June 5, 2029, the Company may not redeem the June 2031 Notes.

The Company may redeem for cash all or any portion of the June 2031 Notes, at its option, on or after June 5, 2029, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.

The redemption price will be equal to 100 % of the principal amount of the June 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders have the right to require the Company to repurchase for cash all or any portion of their June 2031 Notes on June 4, 2027 and on June 4, 2029 at a repurchase price equal to 100 % of the principal amount of the June 2031 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.

In addition, if the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their June 2031 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the June 2031 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount of the outstanding June 2031 Notes may declare 100 % of the principal of, and accrued and unpaid special interest, if any, on, all the June 2031 Notes to be due and payable.

Issuance of the March 2030 Notes

On November 20, 2024, the Company issued $ 850.0 million principal of 0.0 % Convertible Senior Notes due 2030.

In addition, on November 20, 2024, the initial purchasers of the March 2030 Notes purchased an additional $ 150.0 million principal of March 2030 Notes for an aggregate principal amount of $ 1.0 billion.

The March 2030 Notes were issued pursuant to, and governed by, an indenture (the “Indenture”) with respect to the March 2030 Notes between the Company and the U.S.

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

The March 2030 Notes are senior unsecured obligations of the Company and do not bear regular interest.

The March 2030 Notes will mature on March 1, 2030, unless earlier repurchased, redeemed or converted in accordance with

The March 2030 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 38.5902 shares per one thousand dollar principal amount of March 2030 Notes, which represents an initial conversion price of approximately $ 25.91 per share of common stock.

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

In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its March 2030 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.

Prior to December 1, 2029, the March 2030 Notes are convertible only upon the occurrence of certain events.

On or after December 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date of the March 2030 Notes, holders may convert the March 2030 Notes at any time.

Upon conversion of the March 2030 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

Prior to March 5, 2028, the Company may not redeem the March 2030 Notes.

The Company may redeem for cash all or any portion of the March 2030 Notes, at its option, on or after March 5, 2028, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.

The redemption price will be equal to 100 % of the principal amount of the March 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders have the right to require the Company to repurchase for cash all or any portion of their March 2030 Notes on December 1, 2027 at a repurchase price equal to 100 % of the principal amount of the March 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.

In addition, if the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their March 2030 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the March 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount of the outstanding March 2030 Notes may declare 100 % of the principal of, and accrued and unpaid special interest, if any, on, all the March 2030 Notes to be due and payable.

Issuance of the September 2031 Notes

On August 14, 2024, the Company issued $ 250.0 million principal of 2.125 % Convertible Senior Notes due 2031.

In addition, on August 14, 2024, the initial purchasers of the September 2031 Notes purchased an additional $ 50.0 million principal of September 2031 Notes for an aggregate principal amount of $ 300.0 million.

The September 2031 Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”) with respect to the September 2031 Notes between the Company and the U.S.

(2) Date of Holder Put Option represents the dates upon which noteholders of the applicable Convertible Notes may require the Company to repurchase for cash all and any portion of their respective Notes at a repurchase price equal to 100 % of the principal amount of such Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the repurchase date.

Issuance of the August 2032 Notes

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

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

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

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

The September 2031 Notes are senior unsecured obligations of the Company and bear interest at a rate of 2.125 % per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1 , 2025.

The September 2031 Notes will mature on September 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms.

The September 2031 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 52.9451 shares per one thousand dollar principal amount of September 2031 Notes, which represents an initial conversion price of approximately $ 18.89 per share of common stock.

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

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

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

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

In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its September 2031 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.

Prior to March 1, 2031, the September 2031 Notes are convertible only upon the occurrence of certain events.

On or after March 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date of the September 2031 Notes, holders may convert the September 2031 Notes at any time.

Upon conversion of the September 2031 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

Prior to September 6, 2028, the Company may not redeem the September 2031 Notes.

The Company may redeem for cash all or any portion of the September 2031 Notes, at its option, on or after September 6, 2028, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.

The redemption price will be equal to 100 % of the principal amount of the September 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders have the right to require the Company to repurchase for cash all or any portion of their September 2031 Notes on March 1, 2029 at a repurchase price equal to 100 % of the principal amount of the September 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding the repurchase date.

In addition, if the Company undergoes a “fundamental change,” as defined in the Indenture, prior to the maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their September 2031 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the September 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount of the outstanding September 2031 Notes may declare 100 % of the principal of, and accrued and unpaid special interest, if any, on, all the September 2031 Notes to be due and payable.

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

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

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

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

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

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

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

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

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

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

December 2026 Notes Partial Extinguishment of Debt

On December 4, 2024, in connection with the issuance of the June 2031 Notes, the Company entered into a privately negotiated exchange agreement with certain holders of its December 2026 Notes to repurchase approximately $ 51.2 million principal amount of a portion of the December 2026 Notes.

Due to the additional of a substantive conversion feature, the Company determined that the exchange was an extinguishment of debt.

The Company measured a $ 2.4 million gain on extinguishment of debt based on the carrying value of the December 2026 Notes, cash paid and related transactions costs on the Consolidated Statements of Operations.

On November 20, 2024, in connection with the issuance of the March 2030 Notes, the Company entered into a privately negotiated exchange agreement with certain holders of its December 2026 Notes to repurchase approximately $ 212.0 million principal amount of a portion of the December 2026 Notes.

Due to the addition of a substantive conversion feature, the Company determined that the exchange was an extinguishment of debt.

The Company measured a $ 10.8 million gain on extinguishment of debt based on the carrying value of the December 2026 Notes, cash paid and related transaction costs on the Consolidated Statements of Operations.

In September 2023, the Company entered into privately negotiated exchange agreements with certain holders of its December 2026 Notes.

In total, the Company exchanged $ 416.8 million principal amount of December 2026 Notes for an aggregate 31,722,417 shares of Company common stock.

Due to the addition of a substantive conversion feature, the Company determined that the exchange was an extinguishment of debt.

The Company measured an $ 82.6 million gain on extinguishment of debt based on the carrying value of the December 2026 Notes, the fair value of the Company’s common stock issued in the exchange and related transaction costs on the Consolidated Statements of Operations.

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

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

This repurchase is treated as an extinguishment of debt.

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

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

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

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

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

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

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

Line of Credit

In October of 2024, the Company secured line of credits (collectively, the “Line of credit”), with two counterparties for a total of $ 200.0 million, collateralized by 4,499 bitcoin.

The Line of credit, as amended in February 2025, bears interest rates ranging from 10.5 % to 11.5 % per annum and have maturity dates beginning in 2026.

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

As of December 31, 2024, it is the Company’s intent to maintain the amounts outstanding during the next year.

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

As of December 31, 2024, the outstanding balance on the Line of credit was $ 200.0 million, and 2,997 bitcoin remained collateralized.

The following table summarizes the Company’s repayments due on the Convertible Notes and the Line of credit:

(in thousands)

In October 2024, the Company secured lines of credit (collectively, the “Original Line of Credit”) with two counterparties for a total of $ 200.0 million, collateralized by 4,499 bitcoin.

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

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

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

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

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

As of December 31, 2025, the aggregate outstanding balance on the Line of Credit was $ 350.0 million, and 5,938 bitcoin remained collateralized.

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

If the value of the collateral securing our borrowings fluctuates below or above a set threshold, the Company will be required to contribute additional collateral, or may withdraw excess collateral, as applicable, to maintain the agreed-upon level.

The following table summarizes the Company’s remaining principal repayments on outstanding debt as of December 31, 2025:

Year Remaining Payments

(in thousands)

2026 $ 398,077

2030 1,000,000

Thereafter 2,250,000

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

The Company had an arrangement with Applied Digital Corporation for the use of energized cryptocurrency mining facilities under which the Company pays for electricity per megawatt based on usage.

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

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

The Company has amortized the ROU assets totaling $ 0.8 million and $ 0.3 million for the year ended December 31, 2024 and 2023, respectively.

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

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

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

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

19 unchanged sentences

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

For the Year Ended December 31,

Year Ended December 31,

(in thousands) 2025 2024 2023

2 unchanged sentences

Amortization of ROU asset (1)

Interest on lease liabilities 280 — —

Short-term lease rent expense 390 59 36

1 unchanged sentence

Total rent expense $ 110,824 $ 108,339 $ 80,459

(1) Amortization of finance lease ROU asset is included in “Cost of revenues - depreciation and amortization” on the Consolidated Statements of Operations.

(1) Amortization of finance lease ROU asset is included in “Depreciation and amortization” on the Consolidated Statements of Operations.

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

For the Year Ended December 31,

Year Ended December 31,

2025 2024 2023

Operating cash flows from operating leases $ 2,769 $ 629 $ ( 32 )

Operating cash flows from finance lease 280 — —

Financing cash flows from finance lease 168 163 $ —

18 unchanged sentences

$ 41,436 $ 3,990

NOTE 19 - LEGAL PROCEEDINGS

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

NOTE 18 - COMMITMENTS AND CONTINGENCIES

Acquisitions and Partnerships

During the year ended December 31, 2025, the Company and MARA France SAS, a wholly owned subsidiary of the Company, entered into an investment agreement to acquire a majority ownership interest in Exaion SaS (“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 subsequently satisfied, and the acquisition closed on February 20, 2026.

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

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

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

Subsequent to the year ended December 31, 2025, the Company entered into a strategic agreement (the “Strategic Agreement”) with Starwood Digital Ventures (“Starwood”) to jointly develop, finance and operate AI and HPC

infrastructure.

Under the Strategic Agreement, the Company has committed to contribute certain sites to and retain up to 50 % ownership interest in a newly formed joint venture.

Miners and Other Mining Equipment

As of December 31, 2025, the Company has paid approximately $ 321.8 million in deposits and payments toward the purchase of miners and other mining equipment pursuant to new and existing purchasing agreements.

The remaining commitment of approximately $ 42.0 million is due in periodic installments throughout 2026.

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

Under these arrangements, the Company expects to pay at minimum approximately $ 510.8 million in total payments over the next three years .

Contingent Consideration Liabilities

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

The estimated total contingent consideration as of December 31, 2025 was approximately $ 13.8 million related to the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm.

Refer to Note 3 – Acquisitions, for further information.

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

(in thousands)

Balance at December 31, 2023

GC Data Center Acquisition 3,523

Arkon Acquisition 4,600

Change in fair value of contingent consideration 15

Balance at December 31, 2024

The Wind Farm acquisition

Change in fair value of contingent consideration ( 4,380 )

Balance at December 31, 2025

Contingencies

Legal Proceedings

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

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

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

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

Compute North Bankruptcy

On September 22, 2022, Compute North Holdings, Inc.

(currently d/b/a Mining Project Wind Down Holdings, Inc.) and certain of its affiliates (collectively, “Compute North”) filed for chapter 11 bankruptcy protection.

Compute North provided operating services to the Company and hosted its mining rigs at multiple facilities.

The Company delivered miners to Compute North, which then installed the mining rigs at those facilities, operated and maintained the mining rigs, and provided energy to keep the miners operating.

During the course of the chapter 11 cases,

Compute North sold substantially all of their assets in a series of 363 sale transactions, including Compute North’s ownership interests in non-debtor entities that own or partially own facilities that house the Company’s miners.

On November 23, 2022, the Company and certain of its affiliates timely filed proofs of claim asserting various claims against Compute North, including:

(i) claims arising under hosting agreements between the Company and Compute North LLC;

(ii) claims arising under that certain Senior Promissory Note, dated as of July 1, 2022, by and between the Company, as Lender, and Compute North LLC, as Borrower;

(iii) claims arising from the breach of a letter of intent between us and Compute North LLC;

and (iv) claims for daily lost revenue, profits and other damages against Compute North.

On February 9, 2023, the Bankruptcy Court approved a settlement stipulation between the Company and Compute North, pursuant to which the proofs of claim filed by the Company and certain of its affiliates were resolved, and the Company received a single allowed unsecured claim against Compute North LLC in the amount of $ 40.0 million and its Preferred Equity Interests in Compute North Holdings, Inc.

in the amount of 39,597 shares of Series C Preferred Stock was confirmed.

In exchange, the Company agreed to vote in favor of Compute North’s chapter 11 plan.

On February 16, 2023, the Bankruptcy Court confirmed Compute North’s chapter 11 plan (the “Plan”), pursuant to which Compute North will liquidate its remaining assets and distribute proceeds arising therefrom in accordance with the waterfall set forth in the Plan.

In its disclosure statement filed on December 19, 2022, the Compute North Debtors projected that holders of allowed general unsecured claims could recover anywhere between 8 % to 65 % on their claims, while holders of preferred equity interests are expected to recover nothing on their interests.

The Plan became effective on March 31, 2023.

At this time, the Company cannot predict the quantum of its potential recovery on account of its allowed general unsecured claim and preferred equity interests or the timing of when it would receive any distributions under the Plan on account of its claims and interests.

On March 30, 2023, a putative class action complaint was filed in the United States District Court for the District of Nevada, against the Company and present and former senior management, alleging claims under Section 10(b) and 20(a) of the Exchange Act arising out of the Company’s announcement of accounting restatements on February 28, 2023.

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

On March 30, 2023, a putative class action complaint was filed in the United States District Court for the District of Nevada against the Company and current and former senior management, alleging claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), arising out of the Company’s announcement of accounting restatements on February 28, 2023.

On March 29, 2024, the court appointed lead plaintiffs and counsel.

1 unchanged sentence

Marathon et al .

The allegations in the amended class action complaint are substantially similar to those in the March 30, 2023 putative class action complaint.

On August 5, 2024, the defendants moved to dismiss the amended class action complaint.

The allegations in the amended complaint are substantially similar to those in the March 30, 2023 putative class action complaint.

On August 5, 2024, defendants moved to dismiss the amended complaint.

On December 6, 2024, the motion to dismiss the amended class action complaint was fully briefed.

On March 3, 2025, the United States District Court for the District of Nevada will hear the Company’s motion to dismiss the second amended class action complaint.

On March 3, 2025, the United States District Court for the District of Nevada heard the Company’s motion to dismiss the amended complaint and granted the motion, while also granting the plaintiffs thirty days to amend their complaint to avoid permanent dismissal.

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

The Company moved to dismiss the second amended complaint on June 2, 2025.

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

A hearing on the Company’s motion to dismiss the second amended complaint was held on February 13, 2026.

Derivative Complaints

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

On July 8, 2023, a second shareholder derivative complaint was filed in the United States District Court for the District of Nevada, against current and former members of the Company’s Board and senior management, alleging claims under Sections 14(a), 10(b), and 21D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

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

On July 13, 2023, a fourth shareholder derivative complaint was filed in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida (together with the complaint filed on June 22, 2023, the “Florida Derivative Actions”), against current members of the Company’s Board and senior management, alleging claims for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

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

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

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

On July 13, 2023, a fourth shareholder derivative complaint was filed in the Circuit Court of the 17th Judicial Circuit for Broward County, Florida (together with the complaint filed on June 22, 2023, the “Florida Derivative Actions”), against current members of the Company’s board of directors and senior management, alleging claims for breach of fiduciary duty, unjust enrichment and waste of corporate assets, based on allegations substantially similar to the allegations in the March 30, 2023 putative class action complaint in Moreno .

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

On April 1, 2024, the United States District Court for the District of Nevada appointed co-lead counsel for plaintiffs in the Nevada Derivative Action.

On June 25, 2024, plaintiffs filed an amended consolidated complaint alleging breaches of fiduciary duties, unjust enrichment, waste of corporate assets, claims under Section 14(a) of the Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act.

On August 9, 2024, the defendants moved to dismiss the amended complaint.

On June 25, 2024, plaintiffs filed an amended consolidated complaint in the Nevada Derivative Action alleging breaches of fiduciary duties, unjust enrichment, waste of corporate assets, claims under Section 14(a) of the Exchange Act and for contribution under Sections 10(b) and 21D of the Exchange Act.

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

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

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

On November 7, 2024, the motion to dismiss the amended complaint was fully briefed.

On February 20, 2025, the United States District Court for the District of Nevada heard the Company’s motion to dismiss the amended complaint and, while granting the Company motion to dismiss, the court also granted the plaintiff thirty days to amend its complaint to avoid a permanent dismissal.

Information Subpoena

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

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

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

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

The Company understands that the SEC may be investigating whether or not there may have been any violations of the federal securities law.

The Company is cooperating with the SEC.

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

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

On February 20, 2025, the United States District Court for the District of Nevada heard the Company’s

motion to dismiss the amended complaint and granted the motion, while also granting plaintiffs thirty days to amend to avoid permanent dismissal.

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

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

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

A hearing on the Company’s motion to dismiss was held on February 13, 2026.

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

The complaint initially alleged six causes of action:

(1) breach of written contract, (2) breach of implied contract, (3) quasi-contract, (4) services rendered, (5) intentional interference with prospective economic relations and (6) negligent interference with prospective economic relations.

On February 22, 2021, the Company responded to the Complaint with a general denial of the claims and asserted certain affirmative defenses.

On February 25, 2021, the Company removed the action to the United States District Court in the Central District of California (the “Court”).

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

On February 22, 2021, the Company filed a general denial of the claims and asserted certain affirmative defenses.

On February 25, 2021, the Company removed the action to the United States District Court in the Central District of California.

The Company subsequently filed a motion for summary judgment on each cause of action.

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

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

On July 18, 2024, the jury determined that the Company had breached the non-disclosure agreement and returned a verdict in the amount of $ 138.8 million.

On September 18, 2024, the Court entered a judgment of the same amount, plus post-judgment interest.

On July 8, 2024, the court commenced a jury trial on the sole remaining claim.

On July 18, 2024, the jury found that the Company had breached the non-disclosure agreement and returned a verdict in the amount of $ 138.8 million.

On September 18, 2024, the court entered a judgment in the same amount, plus post-judgment interest.

The Company has not paid any portion of the award.

On October 16, 2024, the Company filed a renewed motion for judgment as a matter of law (or in the alternative for a new trial and remittitur), which seeks to overturn, or at a minimum significantly reduce, the damage award.

Also on October 16, 2024, the Company filed a motion to correct the post-judgment interest rate set forth in the judgment, and Ho filed a motion requesting an award of pre-judgment interest.

In the fourth quarter of 2024, the Company acquired a surety bond for the amount owing.

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

The Court has scheduled a hearing on March 28, 2025 related to the aforementioned motions filed by the Company and Ho.

On October 16, 2024, the Company filed a renewed motion for judgment as a matter of law (or, in the alternative, for a new trial and remittitur), seeking to overturn or significantly reduce the damages award.

On the same date, the Company filed a motion to correct the post-judgment interest rate set forth in the judgment, and Ho filed a motion requesting an award of pre-judgment interest.

In the fourth quarter of 2024, the Company obtained a surety bond for the amount owing.

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

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

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

Briefing concluded on January 16, 2026.

Malikie Innovations Ltd.

On May 12, 2025, Malikie Innovations Ltd., a non-practicing entity (“Malikie”), filed a lawsuit against the Company in the United States District Court for the Western District of Texas, alleging that the Company’s Bitcoin mining operations infringe certain patents relating to cryptographic technologies used in the Bitcoin network.

On July 21, 2025, the Company filed a motion to dismiss claims with respect to one of the asserted patents, which remains pending.

On December 17, 2025, the Company filed its opening claim construction brief.

The parties subsequently completed claim construction briefing, and a Markman hearing is currently scheduled for March 4, 2026.

On December 23 and 24, 2025, the Company filed petitions for ex parte reexamination of each patent asserted by Malikie with the United States Patent and Trademark Office (“PTO”).

The PTO is expected to determine whether to grant the requested ex parte reexaminations by April 2026.

On January 20, 2026, the Company filed a motion to stay the litigation pending the outcome of the requested ex parte reexaminations.

NOTE 19 - RELATED PARTY TRANSACTIONS

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Related parties also

include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

The Company discloses all related party transactions.

During September 2023, the Company entered into an agreement with Auradine to secure certain rights to future purchases by the Company from Auradine for which the Company paid $ 15.0 million.

During the third quarter of 2024, the Company purchased additional shares of Auradine preferred stock with a purchase price of $ 0.8 million, bringing the Company’s total investment holdings in Auradine to $ 50.7 million based upon previous purchases of additional preferred stock and a SAFE instrument.

In addition, during the year ended December 31, 2024, the Company made advances of $ 84.5 million for future purchases.

As of December 31, 2024 total advances to Auradine, net of property and equipment placed into service, was $ 40.7 million.

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

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

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

During the years ended December 31, 2025 and 2024, the Company advanced payments of $ 136.7 million and $ 84.5 million, respectively, to Auradine for product purchases, with an outstanding balance to be fulfilled of $ 2.1 million and $ 40.7 million, at the end of each period, respectively.

As of December 31, 2025, the Company had no outstanding commitment to Auradine, as all previously committed amounts had been paid in full.

NOTE 20 – SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION

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Series A Preferred Stock accretion to redemption value $ — $ — $ 2,121

Operating lease assets obtained in exchange for new operating lease liabilities — — 1,539

Collection of loan denominated in Bitcoin — — 27,784

Digital assets transferred to digital assets - receivable, net

Digital assets transferred from Digital assets, net of current portion

1,062,915 788,913 —

Digital assets transferred to Digital assets, net of current portion

537,907 120,273 —

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

Reclassifications from advances to vendor to property and equipment upon receipt of equipment 273,585 784,155 551,418

Reclassifications from advances to vendor to other assets — 4,016 —

Common stock issued for service and license agreements — — 4,577

Property and equipment purchases in other assets 2,556 —

Contingent consideration from acquisition

Asset retirement obligation acquired

Exchange of convertible notes for common stock — — 318,771

1 unchanged sentence

18,858 29,715 2,161

Distribution to noncontrolling interest

NOTE 21 – SUBSEQUENT EVENTS

On January 8, 2025, the Company designated 13 million shares of its undesignated preferred stock as Series X Preferred Stock, par value $ 0.0001 per share (the “Series X Preferred Stock”), and issued all 13 million shares of the Series X Preferred Stock to the Company’s lead independent director, in a private placement, for an aggregate purchase price of $ 1,300 , and cancelled on February 21, 2025.

On February 19, 2025, the Company held a special meeting of stockholders that approved an amendment to our Restated Article of Incorporation to increase the number of shares of common stock authorized from 500,000,000 shares to 800,000,000 shares.

On February 14, 2025, the Company completed an acquisition with Great Plains Wind Park Holdings, LLC, pursuant to which the Company acquired a wind farm located in Hansford County, Texas with 114 megawatts of nameplate wind capacity for a $ 50.0 million cash consideration, subject to customary working capital adjustments.

Subsequent to December 31, 2024, the Company issued an aggregate 5,428,548 shares of common stock under the 2024 ATM, concluding the offering.

On January 21, 2026, the Company completed an acquisition with Mining of the West, LLC, pursuant to which the Company acquired an operational data center located in central Nebraska with 42 megawatts of total capacity for a $ 25.0 million cash consideration, subject to customary working capital adjustments.

On February 20, 2026, the Company completed the acquisition of a controlling interest in Exaion, a subsidiary of EDF Pulse Ventures, pursuant to the investment agreement entered into on August 11, 2025, for a $ 174.5 million cash consideration, subject to customary working capital adjustments.

On February 26, 2026, the Company announced a Strategic Agreement with Starwood, marking an important step toward its AI and HPC initiatives.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data