CONTROLS AND PROCEDURES
−Removed: Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
−Removed: Based on this evaluation, our management concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
+Added: Based on this evaluation, our management concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: In our prior 10-K for the fiscal year ended as of December 31, 2023, we identified a material weakness in our internal control over financial reporting related to the ineffective design or implementation of IT general controls or an alternative key manual control to prevent or detect material misstatements in revenue.
−Removed: During the current fiscal year, we completed the implementation and testing of the remediation measures designed to address this material weakness.
−Removed: These measures included (a) utilizing third-party software tools to calculate revenue earned and performing reasonableness tests on the input data used by such software tools, (b) performing a revenue analytic control that compares the theoretical BTC earned to the actual BTC earned for reasonableness, and (c) ensuring that our vendors used in the controls above are publishing reliable and appropriate System and Organization Controls (“SOC”) reports so that the information being used in the performance of related controls above are reliable and accurate.
−Removed: We have performed testing to evaluate the operating effectiveness of these remediation measures.
−Removed: Based on the results of our testing, we have concluded that the material weakness related to the ineffective design or implementation of IT general controls or an alternative key manual control to prevent or detect material misstatements in revenue has been remediated as of December 31, 2024.
−Removed: Our management excluded from its assessment of effectiveness of our internal control over financial reporting the internal controls of our recently acquired significant subsidiaries, Arkon Energy Hannibal LLC, Crown56 LLC, GC Data Center Equity Holdings, LLC, GC Data Center Granbury LLC, GC Data Center Holdings LLC, GC Data Center Kearney LLC and MARA Garden City LLC.
−Removed: We have included the financial results of these subsidiaries in the consolidated financial statements from the date of acquisition.
−Removed: Total assets and total revenues related to these entities that were excluded from our assessment of internal control over financial reporting collectively represented approximately 6.2% and 4.8% of our consolidated total assets and total revenue as of and for the year ended December 31, 2024, respectively.
−Removed: Our management will include the internal controls of these entities in its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025.
−Removed: As of December 31, 2024, we believe that our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of our financial reporting.
−Removed: As part of our ongoing program to implement changes and further improve our internal controls and in conjunction with is Code of Ethics, our independent directors have been working with management to include protocols and measures aimed at ensuring quality of our internal controls.
−Removed: Among those measures is the implementation of a whistle blower hotline, which allows third parties to anonymously report noncompliant activity.
−Removed: The hotline may be accessed as follows:
−Removed: To file a report, use the Client Code “MarathonPG” and pick one of the following options:
−Removed: 1-877-647-3335
−Removed: http://www.RedFlagReporting.com
−Removed: Changes in Internal Controls over Financial Reporting
−Removed: Other than the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter of December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: ON INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: To the Stockholders and Board of Directors of MARA Holdings, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited MARA Holdings, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of operations, equity, and cash flows and the related notes for each of the three years in the period ended December 31, 2024 of the Company, and our report dated March 3, 2025 expressed an unqualified opinion on those financial statements.
−Removed: Explanatory Paragraph – Excluded Subsidiaries
−Removed: As described in “Management Annual Report on Internal Control over Financial Reporting”, management has excluded its wholly-owned subsidiaries, Arkon Energy Hannibal LLC, Crown56 LLC, GC Data Center Equity Holdings, LLC, GC Data Center Granbury LLC, GC Data Center Holdings LLC, GC Data Center Kearney LLC and MARA Garden City LLC, from its assessment of internal control over financial reporting as of December 31, 2024 because these entities were acquired by the Company in purchase business combinations during 2024.
−Removed: We have also excluded Arkon Energy Hannibal LLC, Crown56 LLC, GC Data Center Equity Holdings, LLC, GC Data Center Granbury LLC, GC Data Center Holdings LLC, GC Data Center Kearney LLC and MARA Garden City LLC from our audit of internal control over financial reporting.
−Removed: These subsidiaries’ combined total assets and total revenues represent approximately 6.2% and 4.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31,2024.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: 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.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control over Financial Reporting
−Removed: 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.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable
−Removed: 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;
−Removed: and (3) 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.
−Removed: Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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 degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Marcum LLP
−Removed: Costa Mesa, CA
−Removed: March 3, 2025
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Our internal control over financial reporting is 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.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness of internal control over financial reporting 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 over time.
+Added: Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
+Added: Changes in Internal Control over Financial Reporting
+Added: There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) during the fourth quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
Director and Officer Trading Plans and Arrangements
−Removed: On November 21, 2024 , Salman Khan , Chief Financial Officer , entered into a 10b5-1 Plan .
−Removed: Khan’s 10b5-1 Plan provides for the potential sale of up to 66,800 shares of the Company’s common stock between the first potential sale date on March 3, 2025 and the expiration of the 10b5-1 Plan on May 30, 2025 .
−Removed: Khan’s previous 10b5-1 Plan expired on December 31, 2024.
+Added: On November 24, 2025 , Jay Leupp , a member of the Company’s board of directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”) .
+Added: Leupp’s 10b5-1 Plan provides for the potential sale of up to 23,504 shares and gift of up to 3,000 shares of the Company’s common stock between April 1, 2026 and the expiration of the 10b5-1 Plan on March 31, 2027 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item will be disclosed in our Definitive Proxy Statement on Schedule 14A for our 2025 annual meeting of stockholders (the “2024 Proxy Statement”) and is incorporated herein by reference.
+Added: The information required by this item will be disclosed in our Definitive Proxy Statement on Schedule 14A for our 2026 annual meeting of stockholders (the “ 2026 Proxy Statement”) under the headings “Board and Governance Matters,” “Executive Officers” and “Stock Ownership Information” and is incorporated herein by reference.
Our 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 pursuant to Regulation 14A under the Exchange Act.
8 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this item will be disclosed in our 2025 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be disclosed in our 2026 Proxy Statement under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item will be disclosed in our 2025 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be disclosed in our 2026 Proxy Statement under the headings “Stock Ownership Information” and “Executive Compensation” and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item will be disclosed in our 2025 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be disclosed in our 2026 Proxy Statement under the heading “Board and Governance Matters” and is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this item will be disclosed in our 2025 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be disclosed in our 2026 Proxy Statement under the heading “Audit Matters” and is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: The following exhibits are filed as part of this Annual Report.
+Added: (a) The following documents are filed as part of this Annual report:
+Added: Consolidated Financial Statements and Notes to the Consolidated Financial Statements are included in Item 8.
+Added: Report of Independent Registered Public Accounting Firm s
+Added: Consolidated Balance Sheets as of December 31, 2025 and 2024
+Added: Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
+Added: Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
+Added: Notes to Consolidated Financial Statements
+Added: Financial Statement Schedules
+Added: All financial statement schedules have been omitted, since the required information is not applicable or is shown in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements.
Exhibit Number
5 unchanged sentences
Amended and Restated Bylaws of the Company
−Removed: Description of Capital Stock
+Added: D escription of Capital Stock
Indenture, dated as of November 18, 2021, between the Company and U.S.
10 unchanged sentences
Form 8-K 12/4/2024 4.1
+Added: Indenture, dated as of July 25, 2025, between the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes
+Added: 7/28/2025 4.1
Form of Common Stock Purchase Warrant
6/29/2020 4.5
+Added: C ertificate of Designation of Series X Preferred Stock
+Added: 1/10/2025 3.1
+Added: C ertificate of W ithdrawal , dated February 21, 2025
+Added: 2/21/2025 3.2
+Added: Form of Capped Call Confirmation
+Added: Investment Agreement, dated August 11, 2025, between the Company , M ARA France SAS, Exaion SAS and EDF Pulse Holding and certain minority holders of Exaion SAS
+Added: Amendment Agreement to the Investment Agreement , dated January 30, 2026 , between the Company, MARA France SAS, EDF Pulse Holding , Exaion SAS, and certain minority holders of Exaion SAS
Amended and Restated 2018 Equity Incentive Plan
First Amendment to Amended and Restated 2018 Equity Incentive Plan
−Removed: Form of Restricted Stock Unit Agreement
+Added: Second Amendment to Amended an d Restated 201 8 Equity Incent ive P lan
+Added: F orm of Restricted Stock Unit Agreement
+Added: 2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
+Added: 2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
+Added: 202 6 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
+Added: 202 6 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
Executive Employment Agreement, dated April 26, 2021, by and between the Company and Fred Thiel
1 unchanged sentence
Executive Employment Agreement, dated September 19, 2023, by and between the Company and Zabi Nowaid
−Removed: At-the-Market Offering Agreement, dated October 24, 2023, by and between the Company .
+Added: Subscription and Investment Representation Agreement, dated January 8, 2025, by and between the Company and the Purchaser
+Added: At-the-Market Offering Agreement, dated October 24, 2023, between the Company and H.C.
Wainwright & Co., LLC
−Removed: NYDIG Digital Asset Custodial Terms and Conditions, dated July 27, 2021, by and between the Company and NYDIG Execution LLC
−Removed: Shareholders’ Agreement, dated January 2023, by and between the Company and FS Innovation LLC
−Removed: Purchase and Sale Agreement, dated as of March 14, 2024, by and between APLD – Rattlesnake Den I LLC, and MARA Garden City LLC
+Added: At - t he - Market Offering Agreement, dated March 28, 2025 , between the Company and Barclays Capital Inc., BMO Capital Markets Corp., BTIG, LLC, Cantor Fitzgerald & Co., Guggenheim Securities, LLC, H.C.
+Added: Wainwright & Co., LLC and Mizuho Securities USA LLC
+Added: Shareholders’ Agreement, dated January 2023, between the Company and FS Innovation LLC
+Added: Purchase and Sale Agreement, dated as of March 14, 2024, between APLD – Rattlesnake Den I LLC, and MARA Garden City LLC
+Added: Strategic Agreement, dated February 26, 2026, by and among the Company and Starwood
Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading
1 unchanged sentence
Consent of Marcum LLP
+Added: C onsent of Pricewaterho use Coopers L L P
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
Indicates management contract or compensatory plan.
−Removed: † The schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
−Removed: The Company agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
+Added: Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.
21 unchanged sentences
/s/ Janet George Director March 2, 2026
−Removed: /s/ Barbara Humpton Director March 3, 2025
+Added: /s/ Barbara Humpton
+Added: Director March 2, 2026
Barbara Humpton
−Removed: /s/ Jay Leupp Director March 3, 2025
−Removed: /s/ Vicki Mealer-Burke Director March 3, 2025
+Added: /s/ Jay Leupp
+Added: Director March 2, 2026
+Added: /s/ Vicki Mealer-Burke
+Added: Director March 2, 2026
Vicki Mealer-Burke
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.