MARA Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688 ) F- 5 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 6 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F- 8 Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023 F- 9 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 10 Notes to Consolidated Financial Statements F- 12 Note 1. Business Description F- 12 Note 2. Summary of Significant Accounting Policies F- 12 Note 3. Acquisitions F- 19 Note 4. Revenues F- 24 Note 5. Digital Assets F- 29 Note 6. Advance to Vendors and Deposits F- 32 Note 7. Property and Equipment F- 32 Note 8. Investments F- 33 Note 9. Goodwill and Intangible Assets F- 34 Note 10. Fair Value Measurement F- 36 Note 11. Income Taxes F- 38 Note 12. Net Income (Loss) per Share F- 41 Note 13. Stockholders’ Equity F- 42 Note 14. Stock-based Compensation F- 43 Note 15. Accrued Expenses F- 45 Note 16. Debt F- 46 Note 17. Leases F- 49 Note 18. Commitments and Contingencies F- 51 Note 19. Related Party Transactions F- 54 Note 20. Supplemental Consolidated Financial Information F- 56 Note 21. Subsequent Events F- 56 F-1 Table of Contents 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 F-2 Table of Contents 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. To the F-3 Table of Contents 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. F-4 Table of Contents 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 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP We served as the Company’s auditor from 2021 through 2025 . Costa Mesa, CA March 3, 2025 F-5 Table of Contents MARA HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, (in thousands, except share and per share data) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 547,132 $ 391,771 Restricted cash 12,000 12,000 Digital assets, current portion 2,391 4,327 Other receivables 18,540 6,345 Deposits 19,537 18,778 Derivative instrument, current portion 20,340 1,542 Prepaid expenses and other current assets 44,328 35,610 Total current assets 664,268 470,373 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 Advances to vendors 7,651 121,298 Investments 133,814 111,493 Long-term deposits 219,098 240,651 Long-term prepaids 3,029 14,221 Operating lease right-of-use assets 32,324 16,874 Derivative instrument, net of current portion 28,979 7,405 Goodwill — 82,751 Intangible assets, net 988 2,714 Total long-term assets 6,622,631 6,330,944 TOTAL ASSETS $ 7,286,899 $ 6,801,317 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 12,546 $ 12,556 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 Finance lease liability, current portion 173 168 Other current liabilities 22,604 5,347 Total current liabilities 521,875 95,197 See accompanying notes to the Consolidated Financial Statements F-6 Table of Contents 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 Finance lease liability, net of current portion 3,817 3,709 Deferred tax liabilities 29,857 88,503 Other long-term liabilities 12,464 8,411 Total long-term liabilities 3,287,934 2,570,178 Commitments and Contingencies (Note 18) Equity: Preferred stock, par value $ 0.0001 per share, 50,000,000 shares authorized; no shares issued and outstanding at December 31, 2025 and December 31, 2024 — — Common stock, par value $ 0.0001 per share, 800,000,000 shares authorized; 379,464,892 shares and 340,258,453 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 37 34 Additional paid-in capital 4,809,550 4,155,386 Accumulated deficit ( 1,337,867 ) ( 26,387 ) Total stockholders’ equity attributable to MARA 3,471,720 4,129,033 Noncontrolling interest 5,370 6,909 Total equity 3,477,090 4,135,942 TOTAL LIABILITIES AND EQUITY $ 7,286,899 $ 6,801,317 See accompanying notes to the Consolidated Financial Statements F-7 Table of Contents MARA HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, (in thousands, except share and per share data) 2025 2024 2023 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 Change in fair value of digital assets 304,627 ( 813,814 ) ( 331,484 ) Change in fair value of derivative instrument ( 40,372 ) 2,043 — Impairment of goodwill and other assets 109,030 — — Taxes other than on income 9,168 8,335 5,442 Early termination expenses 5,000 38,061 — 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 Operating income (loss) ( 1,224,250 ) 306,111 220,911 Other income (loss) Change in fair value of digital assets - receivable, net ( 121,042 ) 299,796 — Net gain from extinguishment of debt 1,029 13,121 82,267 Interest income 55,855 16,711 2,809 Interest expense ( 48,381 ) ( 12,996 ) ( 10,350 ) 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 Income (loss) before income taxes ( 1,368,268 ) 616,503 277,599 Income tax benefit (expense) 56,376 ( 75,495 ) ( 16,426 ) Net income (loss) $ ( 1,311,892 ) $ 541,008 $ 261,173 Less: Net loss attributable to noncontrolling interest 412 245 — Net income (loss) attributable to MARA $ ( 1,311,480 ) $ 541,253 $ 261,173 Series A preferred stock accretion to redemption value — — ( 2,121 ) Net income (loss) attributable to common stockholders $ ( 1,311,480 ) $ 541,253 $ 259,052 Net income (loss) per share of common stock - basic $ ( 3.69 ) $ 1.87 $ 1.41 Weighted average shares of common stock - basic 355,167,578 289,961,989 183,855,570 Net income (loss) per share of common stock - diluted $ ( 3.69 ) $ 1.72 $ 1.06 Weighted average shares of common stock - diluted 355,167,578 311,841,347 192,293,277 See accompanying notes to the Consolidated Financial Statements F-8 Table of Contents MARA HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interest Total Equity (in thousands, except share data) Number Amount Balance at December 31, 2022 145,565,916 $ 15 $ 1,226,267 $ ( 840,341 ) $ 385,941 $ — $ 385,941 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 Series A preferred stock accretion to redemption value — — ( 2,121 ) — ( 2,121 ) — ( 2,121 ) Exchange of convertible notes for common stock 31,722,417 3 318,768 — 318,771 — 318,771 Cumulative effect of the adoption of ASU 2023-08 — — — 11,483 11,483 — 11,483 Other — — — 45 45 — 45 Net income — — — 261,173 261,173 — 261,173 Balance at December 31, 2023 242,829,391 $ 24 $ 2,183,537 $ ( 567,640 ) $ 1,615,921 $ — $ 1,615,921 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 Repurchase of shares in settlement of restricted stock ( 1,876,973 ) — ( 34,857 ) — ( 34,857 ) — ( 34,857 ) Contribution from noncontrolling interest — — — — — 7,154 7,154 Net income (loss) — — — 541,253 541,253 ( 245 ) 541,008 Balance at December 31, 2024 340,258,453 $ 34 $ 4,155,386 $ ( 26,387 ) $ 4,129,033 $ 6,909 $ 4,135,942 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 F-9 Table of Contents MARA HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (in thousands) 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 1,311,892 ) $ 541,008 $ 261,173 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 772,768 429,185 185,539 Deferred tax (benefit) expense ( 58,646 ) 73,217 15,286 Change in fair value of digital assets and digital assets - receivable, net 425,669 ( 1,113,610 ) ( 331,484 ) Impairment of goodwill and other assets 109,030 — — Net gain on investments ( 12,616 ) ( 4,236 ) — Stock-based compensation 172,295 157,642 32,644 Change in fair value of derivative instrument ( 40,372 ) 2,043 — Early termination expenses 5,000 38,061 — Equity in net earnings of unconsolidated affiliate 4,699 1,505 617 Net gain on extinguishment of debt ( 1,029 ) ( 13,121 ) ( 82,267 ) Other adjustments from operations, net 10,917 9,914 15,047 Changes in operating assets and liabilities: Revenues from digital assets production ( 897,448 ) ( 624,740 ) ( 385,959 ) Other receivables 1,813 ( 9,319 ) — Deposits 18,238 ( 189,605 ) ( 23,777 ) Prepaid expenses and other current assets 1,704 11,836 ( 1,881 ) Accounts payable and accrued expenses ( 2,855 ) 13,198 ( 589 ) Net cash used in operating activities ( 802,725 ) ( 677,022 ) ( 315,651 ) CASH FLOWS FROM INVESTING ACTIVITIES Advances to vendors ( 153,240 ) ( 817,297 ) ( 158,940 ) Acquisition, net of cash acquired ( 36,369 ) ( 335,630 ) — Purchase of property and equipment ( 407,071 ) ( 250,825 ) ( 27,611 ) Proceeds from sale of property and equipment 3,654 3,506 — Purchase of intangible assets — ( 2,633 ) — Proceeds from sale of digital assets 433,847 152,290 264,945 Payments on hedge settlements — — ( 2,004 ) Purchase of digital assets ( 473,734 ) ( 1,946,860 ) — Investment in equity method investments ( 12,563 ) ( 21,654 ) ( 71,795 ) Purchase of equity investments ( 24,444 ) ( 9,956 ) — Net cash used in investing activities ( 669,920 ) ( 3,229,059 ) 4,595 See accompanying notes to the Consolidated Financial Statements F-10 Table of Contents 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 Convertible Notes, net of issuance costs 1,014,022 2,178,679 — Proceeds from issuance of Series A preferred stock, net of issuance costs — — 13,629 Redemption of Series A preferred stock — — ( 15,750 ) Repurchase of shares in settlement of restricted stock ( 46,921 ) ( 37,404 ) ( 380 ) Line of credit 150,000 200,000 — Repayment of finance lease liabilities ( 168 ) ( 163 ) — Repayment of Convertible Notes ( 18,279 ) ( 247,348 ) — Repayment of term loan borrowings — — ( 50,000 ) Purchased capped calls ( 39,770 ) — Contribution from noncontrolling interest 559 7,154 — Net cash provided by financing activities 1,628,006 3,952,539 555,864 Net increase in cash, cash equivalents and restricted cash 155,361 46,458 244,808 Cash, cash equivalents and restricted cash — beginning of period 403,771 357,313 112,505 Cash, cash equivalents and restricted cash — end of period $ 559,132 $ 403,771 $ 357,313 See accompanying notes to the Consolidated Financial Statements F-11 Table of Contents MARA HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MARA Holdings, Inc. (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 terms “bitcoin” with a lower case “b” and “BTC” are used to denote the digital asset, bitcoin. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned and controlled subsidiaries. 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 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 F-12 Table of Contents 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. These reclassifications have no effect on the reported financial position, results of operations, or cash flows. The impact on any prior period disclosures were immaterial. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and assess performance. 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 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 operating costs, general and administrative expenses and research and development expenses. Cash and Cash Equivalents The Company considers all highly liquid investments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). 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, 2025, substantially all of the Company’s cash and cash equivalents were FDIC insured or government backed. Restricted Cash Restricted cash as of December 31, 2025 principally represented those cash balances that support commercial letters of credit and are restricted from withdrawal. Digital Assets 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 on the Consolidated Statements of Operations, in accordance with ASC 350-60, Intangibles F-13 Table of Contents – 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. Digital Assets - Receivable, net The Company lends digital assets to counterparties under fixed term loans. 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 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. 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” on the Consolidated Statements of Operations. Refer to Note 5 – Digital Assets, “Digital assets - receivable, net” for further information. Derivatives 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 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, 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, 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. F-14 Table of Contents Energy Derivatives 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. The following table presents changes in fair value of the derivative instrument for the years ended December 31, 2025 and 2024: (in thousands) Balance at December 31, 2023 $ — Commodity swap contract 10,989 Change in fair value of derivative instrument ( 2,043 ) Balance at December 31, 2024 8,947 Change in fair value of derivative instrument 40,372 Balance at December 31, 2025 $ 49,319 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment, as applicable. Property and equipment acquired through business combinations are measured at fair value at the acquisition date. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company’s property and equipment is primarily composed of digital asset mining rigs, which are largely homogeneous and have approximately the same useful lives. Accordingly, the Company utilizes the group method of depreciation for its digital asset mining rigs. The Company will update the estimated useful lives of its digital asset mining server group periodically if information on the operations of the mining equipment indicates changes are required. 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. 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. F-15 Table of Contents Investments Investments, which may be made from time-to-time for strategic reasons, are included in non-current assets on the Consolidated Balance Sheets. Refer to Note 8 – Investments, for further information. Equity Method Investments The Company accounts for investments in which it owns between 20% and 50% of the common stock and has the ability to exercise significant influence, but not control, over the investee using the equity method of accounting in accordance with ASC 323, Equity Method Investments and Joint Ventures . Under the equity method, an investor initially records its investment in the investee at cost and adjusts the carrying amount of its investment to recognize its proportionate share of the earnings or losses of the investee after the date of investment. 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 (“ASC 321”). 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. 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. However, the Company generally does not make investments for speculative purposes and does not intend to engage in the business of making investments. Leases The Company determines if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. At lease inception, the Company determines the lease classification as either an operating or finance lease, with classification effecting the expense recognition on the Consolidated Statements of Operations. For leases with terms longer than 12 months, a lease liability is recorded on the Company’s Consolidated Balance Sheets for the present value of its fixed minimum payment obligations over the lease term, including renewal extension options, and a corresponding right-of-use (“ROU”) asset equal to the initial lease liability is recorded, adjusted for any prepayments, indirect costs and lease incentives, as well as adjustments to reflect favorable or unfavorable terms of an acquired lease when compared to market terms at the time of an acquisition. Refer to Note 17 – Leases, for further information. Goodwill 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. F-16 Table of Contents 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 one to four 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 (“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. Revenues 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 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 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 F-17 Table of Contents 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 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. Income Taxes 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. 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 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 F-18 Table of Contents 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”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion to improve relevance and consistency. The new standard is effective for the Company for its annual periods beginning January 1, 2026 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. 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 Company is currently evaluating the impact of adopting the standard. 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 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 F-19 Table of Contents 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 ) On November 5, 2024, the Company acquired two operational data centers located in Hannibal and Hopedale, Ohio, with 222 megawatts of interconnect-approved capacity from Arkon Energy US Holdco LLC and Arkon Energy Hopedale, LLC (the “Arkon Acquisition”) for a total cash consideration of $ 67.0 million, including working capital adjustments that were paid during the three months ended December 31, 2024 plus up to an additional $ 10.0 million of cash, which amount is contingent on the attainment of certain average bitcoin hash price and additional land expansion during the one year period following the date of valuation. 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. The following table summarizes the components of total purchase consideration: (in thousands) November 5, 2024 Initial cash consideration, net of cash acquired $ 59,897 Estimate fair value contingent earn-out and other 7,123 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. F-20 Table of Contents 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 Assets Other current assets $ 2,881 Property and equipment 30,000 Right-of-use asset 12,497 Goodwill 37,414 Customer relationships 1,000 Total assets $ 83,792 Liabilities Lease liability $ 12,497 Other long-term liabilities 4,275 Total liabilities 16,772 Total purchase consideration $ 67,020 Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. 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 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. 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 fair value of the customer relationships intangible asset was determined using a discounted cash flow model that incorporates the excess earnings method, which are considered Level 3 inputs, and will be amortized on an accelerated basis over the projected pattern of economic benefits of approximately 1.5 years. Garden City Acquisition ( Garden City, Texas ) On April 1, 2024, the Company acquired an operational Bitcoin mining site located in Garden City, Texas with 132 megawatts of operational capacity and 200 megawatts of nameplate capacity from APLD - Rattlesnake Den I, LLC (the “Garden City Acquisition”) for total cash consideration of $ 96.8 million, including working capital adjustments that were paid during the three months ended June 30, 2024. 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. The following table summarizes the components of total purchase consideration: (in thousands) April 1, 2024 Initial cash consideration, net of cash acquired $ 92,025 Working capital adjustment 4,748 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. F-21 Table of Contents 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 Assets Other current assets $ 4,644 Property and equipment 78,759 Finance lease right-of-use asset 4,040 Goodwill 14,510 Total assets $ 101,953 Liabilities Finance lease liability $ 5,180 Total liabilities 5,180 Total purchase consideration $ 96,773 Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. 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 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. The fair value of the finance 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. 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 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. The Company will not be taking on any new hosting services customers at these locations and will transition to self-mining at these two sites as existing customer agreements expire or are terminated early. The following table summarizes the components of total purchase consideration: (in thousands) January 12, 2024 Initial cash consideration, net of cash acquired $ 175,734 Working capital adjustments 8,081 Estimate fair value contingent earn-out and other 5,832 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. F-22 Table of Contents 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 Assets Accounts receivable $ 20,411 Other current assets 8,506 Property and equipment 132,148 Right-of-use asset 8,852 Goodwill 30,852 Customer relationships 22,000 Derivative instrument 10,989 Other non-current assets 6,250 Total assets $ 240,008 Liabilities Accounts payable and accrued expenses $ 13,940 Lease liability 13,992 Other long-term liabilities 22,429 Total liabilities 50,361 Total purchase consideration $ 189,647 Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. 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 was $ 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 for the year ended December 31, 2024. 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. The fair value of the derivative was estimated using a discounted cash flow approach that considers various assumptions including current market prices and electricity forward curves, time value, as well as other relevant economic measures, which are considered Level 2 inputs. 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. Intangible assets were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The fair values of intangible assets were estimated based on various valuation techniques including the use of discounted cash flow analyses, and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. 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 F-23 Table of Contents 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. 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, except per share data) 2024 2023 Revenue $ 675,045 $ 492,057 Income before income taxes 623,764 223,636 Earnings per common share: Basic $ 1.89 $ 1.14 Diluted 1.76 0.81 The unaudited pro forma financial information should not be considered indicative of actual results that would have been achieved had the acquisition of the acquired facilities actually been consummated on the date indicated and does not purport to be indicative of the Company’s future financial position or results of operations. These pro forma results include the impact of amortizing certain purchase accounting adjustments such as intangible assets and the impact of the acquisition on interest and income tax expense. No adjustments have been reflected in the pro forma financial information for anticipated growth and efficiency opportunities. There were no material nonrecurring pro forma adjustments directly attributable to the acquisition included within the unaudited pro forma financial information. NOTE 4 – REVENUES The Company recognizes revenue in accordance with ASC 606. The core principle of the revenue standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer; • Step 2: Identify the performance obligations in the contract; • Step 3: Determine the transaction price; • Step 4: Allocate the transaction price to the performance obligations in the contract; and • Step 5: Recognize revenue when the Company satisfies a performance obligation. F-24 Table of Contents In order to identify the performance obligations in a contract with a customer, an entity must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: • The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and • The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration; • Constraining estimates of variable consideration; • The existence of a significant financing component in the contract; • Noncash consideration; and • Consideration payable to a customer. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time, as appropriate. 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 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. The Company will not be taking on any new hosting services customers at these locations and will transition to self-mining at these sites as existing customer agreements expire or are terminated early. Refer to Note 3 – Acquisitions, for further information. F-25 Table of Contents The following table presents the Company’s revenues disaggregated for those arrangements in which the Company is the Operator and Participant: Year Ended December 31, (in thousands) 2025 2024 2023 Revenues from contracts with customers Mining operator - transaction fees $ 9,205 $ 32,884 $ 32,598 Mining participant 44,831 32,002 25,101 Hosting services (1) 4,668 31,638 — Total revenues from contracts with customers 58,704 96,524 57,699 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) 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. (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 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 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. The Company is currently entitled to the block reward of 3.125 bitcoin, subsequent to the halving that occurred on April 19, 2024. Prior to the halving, the Company was entitled to the block reward of 6.25 bitcoin from each successful validation of a block. The Company is also entitled to the transaction fees paid by the transaction requester payable in bitcoin for each successful validation of a block. The Company assessed the following factors in the determination of the inception and duration of each individual contract to validate a block and satisfaction of its performance obligation as follows: • 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 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; that is, the contract begins upon, and the duration of the contract does not extend beyond, the validation of an individual blockchain transaction; 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. 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. F-26 Table of Contents 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 The Company participates in third-party operated mining pools. When the Company is a Participant in a third-party operated mining pool, the Company provides a service to perform hash calculations to the third-party pool operators. The Company considers the third-party mining pool operators to be its customers under Topic 606. Contract inception and the Company’s enforceable right to consideration begins when the Company commences providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination. As such, the duration of a contract is less than a day and may be continuously renewed multiple times throughout the day. 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 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. Full-Pay-Per-Share (“FPPS”) pools pay block rewards and transaction fees, less mining pool fees and Pay-Per-Share (“PPS”) pools pay block rewards less mining pool fees but no transaction fees. For FPPS and PPS pools, the Company is entitled to non-cash consideration even if a block is not successfully validated by the mining pool operators. 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 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. FPPS Mining Pools 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. The non-cash consideration that the Company is entitled to for providing hash calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator expenses determined as follows: • The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: 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 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 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. F-27 Table of Contents The above non-cash consideration is variable in accordance with paragraphs ASC 606-10-32-5 to 606-10-32-7, since the amount of block reward earned depends on the amount of hash calculations the Company performs; the amount of transaction fees the Company is entitled to depends on the actual Bitcoin network transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since they are determined based on the total block rewards and transaction fees in accordance with the pool operator’s agreement. While the non-cash consideration is variable, the Company has the ability to estimate the variable consideration at contract inception with reasonable certainty without the risk of significant revenue reversal. 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. 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. The non-cash consideration is variable in accordance with paragraphs ASC 606-10-32-5 to 606-10-32-7 as it depends on whether the third-party mining pool successfully validates a block during each 24-hour period. In addition, other inputs such as the amount of hash calculations and the Company’s fractional share of consideration earned by the pool operator also cause variability. The Company does not have the ability to estimate whether a block will be successfully validated with reasonable certainty at contract inception. The Company constrains the variable consideration at contract inception because it is not probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved. Once a block is successfully validated, the constraint is lifted. 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 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 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. Colocation services include providing mining companies with sheltered data center space, electrical power, cooling, and internet connectivity. Managed services generally include providing customers with technical support and maintenance services, in addition to colocation services. 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 F-28 Table of Contents 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. The Company recognizes hosting services revenue to the extent that a significant reversal of such revenue will not occur. 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 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 third-party hosting and other energy costs, and depreciation of hosting equipment is recorded as depreciation and amortization. NOTE 5 – DIGITAL ASSETS 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 Bitcoin 38,507 $ 3,277,867 $ 3,369,245 Bitcoin - receivable (1) 15,315 1,075,665 1,340,055 Total bitcoin holdings 53,822 4,353,532 4,709,300 Other digital assets 8,585 2,391 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 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. F-29 Table of Contents 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 Other Digital Assets Fair Value Digital assets at December 31, 2023 $ 639,660 $ — 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 (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 3,223,989 4,327 Additions of digital assets: Mining 873,809 11,583 Purchases 473,734 — Dividends from equity method investee 18,858 — Disposition of digital assets ( 413,118 ) ( 10,067 ) Realized gain on digital assets (1) 154,655 1,445 Unrealized loss digital assets ( 454,764 ) ( 4,897 ) Other 17,090 — Transferred to Digital assets - receivable, net ( 525,008 ) — Digital assets at December 31, 2025 $ 3,369,245 $ 2,391 (1) Realized gains result from digital asset dispositions and from bitcoin that is loaned, actively managed or pledged as collateral. Digital assets - receivable, net Lending 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 . Trading 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.” F-30 Table of Contents Borrowing 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. Digital assets - receivable, net consists of the following: (in thousands) December 31, 2025 December 31, 2024 Digital asset receivable - lending $ 820,468 $ 688,674 Digital asset receivable - trading 1 — Digital asset receivable - borrowing 519,586 279,762 Total digital asset receivable 1,340,055 968,436 Less: Allowance for credit loss ( 3,187 ) ( 8,379 ) Digital assets - receivable, net $ 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 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 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. As of December 31, 2024, the Company had digital asset receivables outstanding and recorded an allowance for credit loss of $ 8.4 million. F-31 Table of Contents 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 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, 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. As of December 31, 2025 and 2024, such deposits totaled approximately $ 238.6 million and $ 259.4 million, respectively. NOTE 7 – PROPERTY AND EQUIPMENT 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 Land (1) — $ 3,510 $ 3,510 Land improvements 9 26,530 26,530 Building and improvements 25 91,486 86,877 Mining rigs 3 2,057,933 1,705,648 Containers 10 - 15 120,000 106,784 Mining and transportation equipment 4 - 15 292,082 124,900 Asset retirement obligation 8 - 15 11,129 7,879 Construction in progress — 75,653 71,396 Other 7 7,327 9,651 Total gross property, equipment 2,685,650 2,143,175 Less: Accumulated depreciation and amortization ( 1,195,015 ) ( 593,684 ) Property and equipment, net $ 1,490,635 $ 1,549,491 (1) Refer to Note 17 – Leases, for further information regarding the Company’s finance land lease. 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. F-32 Table of Contents Storm Damage 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 8,410 Obligations incurred during the period 3,250 Accretion 804 Balance as of December 31, 2025 $ 12,464 NOTE 8 – INVESTMENTS The components of investments as of December 31, 2025 and 2024 are as follows: (in thousands) December 31, 2025 December 31, 2024 Equity method investments $ 42,680 $ 57,447 Other investments 91,134 54,046 Total investments $ 133,814 $ 111,493 Equity Method Investment The ADGM Entity 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. 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 F-33 Table of Contents 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. Other Investments Other investments consist of strategic investments made from time to time in equity securities and SAFE investments. Investments in Equity Securities Auradine As of December 31, 2025, the total carrying amount of the Company’s investment in Auradine, Inc. (“Auradine”) preferred stock was $ 85.4 million. 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 Goodwill 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 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, F-34 Table of Contents 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 finite-lived intangible assets as of December 31, 2025 and 2024, respectively: As of December 31, 2025 (in thousands) Cost Accumulated Amortization Other Net Customer relationships $ 1,000 $ ( 291 ) $ — $ 709 Intellectual property 2,633 ( 1,536 ) ( 1,097 ) — Capitalized software development costs 287 ( 8 ) — 279 Total intangible assets $ 3,920 $ ( 1,835 ) $ ( 1,097 ) $ 988 As of December 31, 2024 (in thousands) Cost Accumulated Amortization Net 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: Year Amount (in thousands) 2026 $ 390 2027 390 2028 209 Total $ 988 F-35 Table of Contents NOTE 10 – FAIR VALUE MEASUREMENT The Company measures certain financial and non-financial assets and liabilities at fair value on a recurring or non-recurring basis. The Company uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: 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, 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. The Company measures the fair value of its marketable securities and investments by taking into consideration valuations obtained from third-party pricing sources. 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 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 The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy for each of those assets and liabilities as of December 31, 2025 and 2024, respectively: (in thousands) Total carrying value at December 31, 2025 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Money market accounts $ 20,549 $ 20,549 $ — $ — U.S. government bills and securities 381,927 381,927 — — Digital assets 3,371,636 3,371,636 — — Digital assets - receivable, net (1) 1,336,868 — 1,336,868 — Derivative instrument (2) 49,319 — 49,319 — Liabilities: Contingent consideration liability (3) 13,758 — — 13,758 F-36 Table of Contents (in thousands) Total carrying value at December 31, 2024 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: 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 — Liabilities: 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 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. 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, 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, 2025 and 2024: (in thousands) Total carrying value at December 31, 2025 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities: Notes payable $ 3,249,927 $ 2,617,165 $ — $ — (in thousands) Total carrying value at December 31, 2024 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities: Notes payable $ 2,246,578 $ 1,974,398 $ — $ — There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2025 and 2024. F-37 Table of Contents NOTE 11 – INCOME TAXES 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. 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 2024 2023 United States $ ( 1,359,671 ) $ 616,503 $ 277,599 Foreign ( 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: For the Year Ended December 31, (in thousands) 2025 2024 2023 Current income tax expense Federal $ 159 $ — $ — State 2,112 2,278 1,140 Total current income tax expense 2,271 2,278 1,140 Deferred tax expense (benefit) Federal ( 263,213 ) 142,087 66,129 State ( 9,838 ) 9,090 1,659 Total deferred tax expense (benefit) ( 273,051 ) 151,177 67,788 Change in valuation allowance 214,404 ( 77,960 ) ( 52,502 ) Net deferred tax expense after valuation allowance (benefit) ( 58,647 ) 73,217 15,286 Income tax provision (benefit) $ ( 56,376 ) $ 75,495 $ 16,426 F-38 Table of Contents 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) 2025 Federal income tax expense at the statutory rate $ ( 287,249 ) 21.0 % Domestic federal: Tax Credits: Research and development credits ( 2,325 ) 0.2 % Nontaxable or nondeductible items: Compensation adjustments 23,060 ( 1.7 ) % Political contribution 279 — % Controlled foreign company reversal 1,411 ( 0.1 ) % Other 185 — % 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 581 — % Other 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 % F-39 Table of Contents Components of deferred tax assets and liabilities at December 31, 2025 and 2024 are presented below: (in thousands) December 31, 2025 December 31, 2024 Deferred tax assets: Tax credit carryforwards $ 3,945 $ 2,201 Net operating loss carryforwards 257,836 120,224 Intangible assets 23,640 5,836 Property and equipment 27,772 10,463 Stock compensation 13,970 10,435 Disallowed interest — 2,254 Bad debt reserve 9,864 9,830 Research and development costs 8,163 7,867 Accruals, reserves and other 2,889 3,589 Capital losses — 283 Gain on hedge instruments 4,257 4,243 Total gross deferred tax assets 352,336 177,225 Less: Valuation allowance ( 214,404 ) — Net deferred tax assets 137,932 177,225 Deferred tax liabilities: Unrealized gains ( 8,756 ) — Gain on investment ( 3,640 ) ( 912 ) Digital assets ( 155,393 ) ( 264,816 ) Total gross deferred liabilities ( 167,789 ) ( 265,728 ) Net deferred tax liability $ ( 29,857 ) $ ( 88,503 ) 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: (in thousands) Gross Amount Expiring Federal net operating loss carryforwards $ 1,503 2035 Federal net operating loss carryforwards 1,187,941 Indefinite State net operating loss carryforwards 255,563 Various Federal tax credit carryforwards 3,904 2040-2044 State tax credit carryforwards 40 Indefinite F-40 Table of Contents 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, 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: (in thousands) 2025 2024 2023 Balance, beginning of year $ 5,857 $ 5,296 $ 5,252.00 Change in prior year tax positions ( 24 ) 1 ( 31 ) Change in current year tax positions 605 560 75 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, 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) 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. F-41 Table of Contents 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, 2025 2024 2023 Warrants 324,375 324,375 324,375 Restricted stock units 7,644,581 — — Performance-based restricted stock units (1) 6,945,601 — — Convertible Notes (2) 81,852,078 — — Series A Preferred Stock — — 322,654 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: For the Year Ended December 31, (in thousands, except share and per share data) 2025 2024 2023 Basic earnings per share of common stock: Net income (loss) attributable to common stockholders - basic $ ( 1,311,480 ) $ 541,253 $ 259,052 Weighted average shares of common stock - basic 355,167,578 289,961,989 183,855,570 Net income (loss) per share of common stock - basic $ ( 3.69 ) $ 1.87 $ 1.41 Diluted earnings per share of common stock: Net income (loss) attributable to common stockholders - basic $ ( 1,311,480 ) $ 541,253 $ 259,052 Add: Notes interest expense, net of tax — 6,364 7,421 Less: Gain from extinguishment of debt, net of tax — ( 10,278 ) ( 62,909 ) Net income (loss) attributable to common stockholders - diluted $ ( 1,311,480 ) $ 537,339 $ 203,564 Weighted average shares of common stock - basic 355,167,578 289,961,989 183,855,570 Restricted stock units — 4,492,213 330,928 Performance-based restricted stock units — 849,739 — Convertible Notes — 16,537,406 8,106,779 Weighted average shares of common stock - diluted 355,167,578 311,841,347 192,293,277 Net income (loss) per share of common stock - diluted $ ( 3.69 ) $ 1.72 $ 1.06 NOTE 13 – STOCKHOLDERS’ EQUITY Common Stock 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. F-42 Table of Contents 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 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. 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 The Company grants service-based RSUs to employees, directors, and consultants. RSUs granted to employees generally vest over a four-year period from the date of grant; however, in certain instances, all or a portion of a grant may vest immediately. RSUs granted to directors generally vest over a one-year period. 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. F-43 Table of Contents A summary of the Company’s service-based RSU activity is as follows: Number of RSUs Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 5,765,529 $ 9.4 Granted 7,793,855 18.29 Forfeited ( 728,632 ) 14.46 Vested ( 4,841,985 ) 12.99 Nonvested at December 31, 2024 7,988,767 $ 15.44 Granted 5,526,144 14.78 Forfeited ( 1,379,929 ) 16.71 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 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) Nonvested at December 31, 2023 — $ — Granted 3,016,773 49.05 Forfeited ( 2,696 ) 14.12 Vested ( 753,465 ) 49.05 Nonvested at December 31, 2024 2,260,612 $ 49.05 Granted 3,894,491 16.18 Forfeited ( 831,477 ) 33.88 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. F-44 Table of Contents Common Stock Warrants 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 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 As of December 31, 2025 and 2024, the Company’s accrued expenses consisted of the following: (in thousands) December 31, 2025 December 31, 2024 Interest $ 2,168 $ 2,500 Non-income taxes 6,548 10,237 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 Total accrued expenses $ 86,985 $ 76,887 F-45 Table of Contents NOTE 16 – DEBT The net carrying value of the Company’s outstanding debt as of December 31, 2025 and December 31, 2024, consisted of the following: (in thousands) December 31, 2025 December 31, 2024 December 2026 Notes $ 48,077 $ 67,492 September 2031 Notes 300,000 300,000 March 2030 Notes 1,000,000 1,000,000 June 2031 Notes 925,000 925,000 August 2032 Notes 1,025,000 — Line of credit 350,000 200,000 Total debt 3,648,077 2,492,492 Less: unamortized original issue discount and debt issuance costs ( 48,150 ) ( 45,914 ) Total debt less unamortized original issue discount and debt issuance costs 3,599,927 2,446,578 Less: 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”) • $ 1.0 billion aggregate principal amount of 0.0 % Convertible Senior Notes due 2030 (the “March 2030 Notes”) • $ 300.0 million aggregate principal amount of 2.125 % Convertible Senior Notes due 2031 (the “September 2031 Notes”) • $ 747.5 million aggregate principal amount of 1.0 % Convertible Senior Notes due 2026 (the “December 2026 Notes”) F-46 Table of Contents The following table summarizes the key terms of each of the Convertible Notes: December 2026 September 2031 March 2030 June 2031 August 2032 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) $ 48,077 $ 300,000 $ 1,000,000 $ 925,000 $ 1,025,000 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 February 1 & August 1 Net Proceeds (1) (in thousands) $ 728,082 $ 291,595 $ 979,176 $ 907,908 $ 1,014,022 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 Initial Conversion Price $ 76.17 $ 18.89 $ 25.91 $ 34.58 $ 20.26 Share Principal Price $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 (1) Net proceeds are net of customary offering expenses associated with the issuance of each of the Convertible Notes (the “issuance costs”) at the time of issuance. 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. (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 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 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. F-47 Table of Contents 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 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. Capped Calls 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. F-48 Table of Contents Line of Credit 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 2027 — 2028 — 2029 — 2030 1,000,000 Thereafter 2,250,000 Total $ 3,648,077 NOTE 17 – LEASES 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 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. F-49 Table of Contents The following table presents the assets and liabilities related to the Company’s operating and finance leases as of December 31, 2025 and 2024: (in thousands) December 31, 2025 December 31, 2024 Assets Balance Sheet Classification Operating lease ROU assets Operating lease right-of-use assets $ 32,324 $ 16,874 Finance lease ROU assets Property and equipment, net 2,847 2,877 Total ROU assets $ 35,171 $ 19,751 Liabilities Current portion: Operating lease liabilities Operating lease liabilities, current portion $ 1,722 $ 239 Finance lease liability Finance lease liability, current portion 173 168 Long-term portion: Operating lease liabilities Operating lease liabilities, net of current portion 39,714 22,977 Finance lease liability Finance lease liability, net of current portion 3,817 3,709 Total lease liabilities $ 45,426 $ 27,093 Lease costs are recorded on a straight-line basis within operating expenses. The Company’s total lease expenses are comprised of the following: Year Ended December 31, (in thousands) 2025 2024 2023 Lease costs: Operating lease cost $ 5,322 $ 838 $ 315 Finance lease cost: Amortization of ROU asset (1) 30 22 — Interest on lease liabilities 280 — — Short-term lease rent expense 390 59 36 Variable lease cost 104,802 107,420 80,108 Total rent expense $ 110,824 $ 108,339 $ 80,459 (1) Amortization of finance lease ROU asset is included in “Depreciation and amortization” on the Consolidated Statements of Operations. F-50 Table of Contents Additional information regarding the Company’s leasing activities is as follows: 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 $ — Weighted-average remaining lease term (in years): Operating leases 19.4 9.1 3.2 Finance lease 95.3 96.3 — Weighted-average discount rate: Operating leases 7.2 % 7.0 % 5.0 % Finance lease 7.2 % 7.2 % — % The following table presents the Company’s future minimum lease payments as of December 31, 2025: (in thousands) Year Operating Leases Finance Lease 2026 $ 4,525 $ 173 2027 6,170 178 2028 5,948 183 2029 5,810 189 2030 5,765 194 Thereafter 46,866 88,714 Total 75,084 89,631 Less: Imputed interest ( 33,648 ) ( 85,641 ) Present value of lease liability $ 41,436 $ 3,990 NOTE 18 - COMMITMENTS AND CONTINGENCIES Commitments 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 F-51 Table of Contents 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 $ 8,138 The Wind Farm acquisition 10,000 Change in fair value of contingent consideration ( 4,380 ) Balance at December 31, 2025 $ 13,758 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 becomes available and developments occur. F-52 Table of Contents Moreno v. MARA 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. On June 4, 2024, lead plaintiffs filed an amended class action complaint, styled as Langer et al. v. Marathon et al . 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 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 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 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 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 F-53 Table of Contents 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. Ho v. MARA 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 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 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), 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. et al v. MARA 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 F-54 Table of Contents 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 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. F-55 Table of Contents NOTE 20 – SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION The following table provides supplemental disclosure of Consolidated Statements of Cash Flows information: Year Ended December 31, 2025 2024 2023 Cash and cash equivalents $ 547,132 $ 391,771 $ 357,313 Restricted cash 12,000 12,000 — Total cash, cash equivalents and restricted cash $ 559,132 $ 403,771 $ 357,313 Supplemental information: Cash paid during the year for: Cash paid for income taxes $ 2,015 $ 1,148 $ 723 Cash paid for interest 32,314 678 7,392 Supplemental schedule of non-cash investing and financing activities: Series A Preferred Stock accretion to redemption value $ — $ — $ 2,121 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 7,189 — — 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 — Property and equipment purchases in other assets 2,556 — Contingent consideration from acquisition 10,000 — — Asset retirement obligation acquired 3,250 — Exchange of convertible notes for common stock — — 318,771 Dividends received from equity method investment 18,858 29,715 2,161 Distribution to noncontrolling interest 1,686 — — NOTE 21 – SUBSEQUENT EVENTS 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. F-56 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.