Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on this evaluation, our management concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate over time.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) during the fourth quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Director and Officer Trading Plans and Arrangements
On November 24, 2025 , Jay Leupp , a member of the Company’s board of directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”) .
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Mr. Leupp’s 10b5-1 Plan provides for the potential sale of up to 23,504 shares and gift of up to 3,000 shares of the Company’s common stock between April 1, 2026 and the expiration of the 10b5-1 Plan on March 31, 2027 .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be disclosed in our Definitive Proxy Statement on Schedule 14A for our 2026 annual meeting of stockholders (the “ 2026 Proxy Statement”) under the headings “Board and Governance Matters,” “Executive Officers” and “Stock Ownership Information” and is incorporated herein by reference. Our 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 pursuant to Regulation 14A under the Exchange Act.
Code of Ethics
We have adopted a code of business conduct and ethics (our “Code of Ethics”) which is applicable to our directors, executive officers and employees, a copy of which is available on our website (https://ir.mara.com/corporate-governance/governance-documents). We intend to disclose future amendments to certain provisions of the Code of Ethics, or waivers of such provisions, at the same location on our website identified above. The inclusion of our website address in this Annual Report does not include or incorporate by reference the information on the website into this Annual Report.
Insider Trading Policy
We maintain, and periodically review, an insider trading policy that governs the purchase, sale and/or disposition of our securities by our directors, officers, employees and contractors who may have access to and/or possession of material non-public information. We have implemented processes that we believe are reasonably designed to promote compliance by us and by the covered persons with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be disclosed in our 2026 Proxy Statement under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be disclosed in our 2026 Proxy Statement under the headings “Stock Ownership Information” and “Executive Compensation” and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be disclosed in our 2026 Proxy Statement under the heading “Board and Governance Matters” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be disclosed in our 2026 Proxy Statement under the heading “Audit Matters” and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual report:
1. Consolidated Financial Statements and Notes to the Consolidated Financial Statements are included in Item 8.
Report of Independent Registered Public Accounting Firm s
F- 2
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
2. Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is shown in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements.
3. Exhibits
Exhibit Number
Exhibit Description Form
Date of First Filing
Exhibit Number
Provided Herewith
3.1
Restated Articles of Incorporation of the Company
Form 10-K
3/3/2025
3.1
3.2
Amended and Restated Bylaws of the Company
Form 10-K
3/3/2025
3.2
4.1
D escription of Capital Stock
X
4.2
Indenture, dated as of November 18, 2021, between the Company and U.S. Bank , National Association, as trustee, relating to the 1.00% convertible senior notes
Form 8-K
11/18/2021 4.1
4.3
Indenture, dated as of August 14, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 2.125% convertible senior notes
Form 8-K
8/14/2024 4.1
4.4
Indenture, dated as of November 20, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes
Form 8-K 11/21/2024 4.1
4.5
Indenture, dated as of December 4, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes.
Form 8-K 12/4/2024 4.1
4.6
Indenture, dated as of July 25, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes
Form 8-K
7/28/2025 4.1
4.7
Form of Common Stock Purchase Warrant
Form S-1
6/29/2020 4.5
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4.8
C ertificate of Designation of Series X Preferred Stock
Form 8-K
1/10/2025 3.1
4.9
C ertificate of W ithdrawal , dated February 21, 2025
Form 8-K
2/21/2025 3.2
10.1
Form of Capped Call Confirmation
Form 8-K
7/28/2025
10.1
10.2*
Investment Agreement, dated August 11, 2025, between the Company , M ARA France SAS, Exaion SAS and EDF Pulse Holding and certain minority holders of Exaion SAS
Form 8-K
8/11/2025
10.1
10.3
Amendment Agreement to the Investment Agreement , dated January 30, 2026 , between the Company, MARA France SAS, EDF Pulse Holding , Exaion SAS, and certain minority holders of Exaion SAS
X
10.4#
Amended and Restated 2018 Equity Incentive Plan
Form 10-K
2/28/2024
10.1
10.5#
First Amendment to Amended and Restated 2018 Equity Incentive Plan
Form 8-K
6/28/2024
10.1
10.6#
Second Amendment to Amended an d Restated 201 8 Equity Incent ive P lan
Form 8-K
6/27/2025
10.1
10.7#
F orm of Restricted Stock Unit Agreement
Form 10-K
2/28/2024
10.2
10.8#
2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
Form 8-K
2/28/2025
10.1
10.9#
2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
Form 10-Q
5/8/2025
10.6
10.10#
202 6 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
Form 8-K
2/25/2026
10.1
10.11#
202 6 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
Form 8-K
2/25/2026
10.2
10.12#
Executive Employment Agreement, dated April 26, 2021, by and between the Company and Fred Thiel
Form 10-K
2/28/2024
10.5
10.13#
Executive Employment Agreement, dated May 31, 2023, by and between the Company and Salman Khan
Form 10-K
2/28/2024
10.8
10.14#
Executive Employment Agreement, dated September 19, 2023, by and between the Company and Zabi Nowaid
Form 10-K
3/3/2025
10.6
10.15
Subscription and Investment Representation Agreement, dated January 8, 2025, by and between the Company and the Purchaser
Form 8-K
1/10/2025
10.1
10.16
At-the-Market Offering Agreement, dated October 24, 2023, between the Company and H.C. Wainwright & Co., LLC
Form S-3
10/24/2023
4.12
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10.17
At - t he - Market Offering Agreement, dated March 28, 2025 , between the Company and Barclays Capital Inc., BMO Capital Markets Corp., BTIG, LLC, Cantor Fitzgerald & Co., Guggenheim Securities, LLC, H.C. Wainwright & Co., LLC and Mizuho Securities USA LLC
Form 8-K
3/28/2025
1.1
10.18
Shareholders’ Agreement, dated January 2023, between the Company and FS Innovation LLC
Form 10-K
3/16/2023
10.63
10.19*
Purchase and Sale Agreement, dated as of March 14, 2024, between APLD – Rattlesnake Den I LLC, and MARA Garden City LLC
Form 8-K
3/18/2024
10.1
10.20*
Strategic Agreement, dated February 26, 2026, by and among the Company and Starwood
Form 8-K
2/26/2026
10.1
19.1
Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading
Form 10-K
2/28/2024
19.1
21.1 Subsidiaries of the Company
X
23.1
Consent of Marcum LLP
X
23.2
C onsent of Pricewaterho use Coopers L L P
X
31.1
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Policy for the Recovery of Erroneously Awarded Compensation
Form 10-K
2/28/2024
97.1
101.INS
Inline XBRL Instance Document X
101.SCH
Inline XBRL Taxonomy Extension Schema Document X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document) X
#
Indicates management contract or compensatory plan.
*
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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**
This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 2, 2026
MARA HOLDINGS, INC.
By: /s/ Fred Thiel
Name: Fred Thiel
Title: Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
By: /s/ Salman Khan
Name: Salman Khan
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Fred Thiel Chief Executive Officer and Chairman of the Board March 2, 2026
Fred Thiel (Principal Executive Officer)
/s/ Salman Khan Chief Financial Officer March 2, 2026
Salman Khan (Principal Financial and Accounting Officer)
/s/ Doug Mellinger Lead Independent Director March 2, 2026
Doug Mellinger
/s/ Georges Antoun Director March 2, 2026
Georges Antoun
/s/ Janet George Director March 2, 2026
Janet George
/s/ Barbara Humpton
Director March 2, 2026
Barbara Humpton
/s/ Jay Leupp
Director March 2, 2026
Jay Leupp
/s/ Vicki Mealer-Burke
Director March 2, 2026
Vicki Mealer-Burke
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