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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-16 · 166 added, 372 removed, 8 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”),

as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2022, the end of the period covered by this Annual

Report on Form 10-K.

The Disclosure Controls evaluation was done under the supervision and with the participation of management, including

our Chief Executive Officer and Chief Financial Officer, with the goal being that the information required to be disclosed by us in reports

filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.

There are inherent limitations

to the effectiveness of any system of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures

can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, our disclosure controls and procedures were ineffective as of December 31, 2022.

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 management is also required to assess and report on the effectiveness of our internal control

over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).

Our 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 of accounting principles generally accepted in the United States.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting

that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s

financial reporting.

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

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 and procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, we used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control

- Integrated Framework in the 2013 COSO framework.

on this evaluation, management identified a weakness in internal control over financial reporting related to the application and interpretation

of generally accepted accounting principles (“GAAP”) primarily in the areas of consolidation, impairment of digital assets,

disposal of property and equipment and principal versus agent considerations in revenue recognition.

In addition, the Company has not

designed or implemented user access controls to ensure appropriate segregation of duties, or program

change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition

and digital assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital

currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately

to validate that data produced by its relevant IT system(s) were complete and accurate.

Automated process-level controls and manual controls

that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result

of such deficiency.

The Company has also not effectively designed a key manual control to detect material misstatements in revenue.

material weakness related to the application and interpretation of GAAP, as described above, resulted in a material misstatement to the

Company’s previously issued consolidated financial statements.

The material weakness associated with the manual control over revenue

recognition did not result in a material misstatement to the Company’s previously issued consolidated financial statements, nor

in the consolidated financial statements included in this Annual Report on Form 10-K.

a result of the material weaknesses outlined above, the report of our independent registered public accounting firm for the fiscal year

ended December 31, 2022, Marcum LLP, regarding its audit of our internal control over financial reporting as of December 31, 2022, which

is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial

Reporting”, expresses an adverse opinion on our internal control over financial reporting as of December 31, 2022.

Board of Directors, Audit Committee and management take internal control over financial reporting and the integrity of our financial

statements seriously.

is responsible its assessment of the effectiveness of internal controls over financial reporting and is committed to improving its controls

related to the material weaknesses described above, such that these controls are designed, implemented, and operating effectively.

order to achieve the timely implementation of the above, Management has commenced the following actions and will continue to assess additional

opportunities for remediation on an ongoing basis:

the process we started during 2022 of adding to our internal resources to enhance our capabilities

in the areas of technical accounting, financial reporting, and internal controls

the process started during 2022 of utilizing external third-party technical accounting resources

to supplement our ability to interpret and apply GAAP as we continue to build our internal

capabilities in these areas

to utilize external third-party audit and SOX 404 implementation firms to enable the company

to improve the Company’s controls related to our material weaknesses.

to evaluate existing processes, and implement new processes and controls where necessary

in connection with remediating our material weaknesses, such

that these controls are designed, implemented, and operating effectively.

recognize that the material weaknesses in our internal control over financial reporting will not be considered remediated until the remediate

controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively.

Because our remediation efforts are ongoing, we cannot provide any assurance that these remediation efforts will be successful or that

our internal control over financial reporting will be effective as a result of these efforts.

continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses

and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan

described above.

In addition, we will report the progress and status of the above remediation efforts to the Audit Committee on a periodic

in Internal Control Over Financial Reporting

than what is disclosed above there were no changes in the Company’s internal control over financial reporting during the quarter

ended December 31, 2022.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INTERNAL CONTROL OVER FINANCIAL REPORTING

the Stockholders and Board of Directors of

Digital Holdings, Inc.

Opinion on Internal Control over Financial Reporting

have audited Marathon Digital Holdings, Inc.’s (the “Company”) internal control over financial reporting as of December

31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the following paragraph

on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial

reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

The following material weaknesses have been identified and included in “Management’s Annual

Report on Internal Control Over Financial Reporting”:

The Company had a material weakness related to

the application and interpretation of generally accepted accounting principles primarily in the areas of consolidation, impairment of

digital assets, disposal of property and equipment, and principal versus agent considerations in revenue recognition.

In addition, the Company has not designed or

implemented user access controls to ensure appropriate segregation of duties or program change management controls for certain financially

relevant systems impacting the Company’s processes around revenue recognition and digital assets to ensure that IT program and data

changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, and (iii) underlying accounting

records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s)

were complete and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from

such financially relevant systems were also determined to be ineffective as a result of such deficiency.

The Company has also not effectively

designed a manual key control to detect material misstatements in revenue.

These material weaknesses were considered in

determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2022 consolidated financial

statements, and this report does not affect our report dated March 16, 2023 on those financial statements.

We have also audited, in accordance with the

standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of

December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each

of the two years in the period ended December 31, 2022, of the Company, and our report dated March 16, 2023 expressed an unqualified

opinion on those financial statements.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal

Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial

reporting based on our audit.

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.

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 effective internal control over financial reporting was maintained in all material respects.

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.

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to ensure that the information required to be disclosed by the Company in the reports that it files or submits 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 the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on this evaluation, the Company’s management concluded that its disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2023 due to the previously identified material weakness.

As further discussed below under “Management’s Annual Report on Internal Control Over Financial Reporting,” management has identified certain material weaknesses, as set forth below.

The Company has developed a remediation plan for the weaknesses, which is described below under “Remediation.” As a result of such material weaknesses, the report of the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, Marcum LLP, regarding its audit of the Company’s internal control over financial reporting as of December 31, 2023, which is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting,” expresses an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2023.

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.

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.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim Consolidated Financial Statements will not be prevented or detected on a timely basis.

Management utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Based on that assessment and the material weaknesses described below, Marathon’s management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2023.

Material Weaknesses in Internal Control and Plan for Remediation

Based on its evaluation, management previously identified a material weakness in internal control over financial reporting that remained open as of year-end.

The material weakness included:

• A material weakness related to the ineffective design or implementation of information technology general controls or an alternative key manual control to prevent or detect material misstatements in revenue.

The material weaknesses associated with the design and implementation of the manual control over revenue recognition did not result in a material misstatement to the Company’s previously issued Consolidated Financial Statements, nor in the Consolidated Financial Statements included in this Annual Report on Form 10-K.

The Company’s Board of Directors and management take internal control over financial reporting and the integrity of its financial statements seriously.

Management continues to work to improve its controls related to the material weaknesses described above.

Management will continue to implement measures to remediate the material weaknesses, such that these controls are designed, implemented, and operating effectively.

In order to achieve the timely implementation of the above, Management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

• Continue the process that was started during 2022 of adding to the Company’s internal resources to enhance its capabilities in the areas of technical accounting, financial reporting, and internal controls, including a full-time person dedicated to internal controls;

• Continue to utilize external third-party audit and SOX 404 implementation firms to enable the Company to improve the Company’s controls related to its material weaknesses;

• Continue to evaluate existing processes and implement new processes and controls where necessary in connection with remediating the Company’s material weaknesses, such that these controls are designed, implemented, and operating effectively.

• Continue to work and guide our vendors in the industry that are not accustomed to SOX requirements to enhance and progress the industry forward to be full SOX compliant.

The Company recognizes that the material weaknesses in its internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively.

Because the Company’s remediation efforts are ongoing, it cannot provide any assurance that these remediation efforts will be successful or that its internal control over financial reporting will be effective as a result of these efforts.

The Company continues to evaluate and work to improve its internal control over financial reporting related to the identified material weaknesses, and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

In addition, the Company will report the progress and status of the above remediation efforts to the Audit Committee on a periodic basis.

As part of the Company’s ongoing program to implement changes and further improve its internal controls and in conjunction with is Code of Ethics, the Company’s independent directors have been working with management to include protocols and measures aimed at ensuring quality of its internal controls.

Among those measures is the implementation of a whistle blower hotline, which allows third parties to anonymously report noncompliant activity.

The hotline may be accessed as follows:

To file a report, use the Client Code “MarathonPG” and pick one of the following options:

1-877-647-3335

http://www.RedFlagReporting.com

Change in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting other than the ongoing remediation efforts undertaken by management.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board of Directors of Marathon Digital Holdings, Inc.

Adverse Opinion on Internal Control over Financial Reporting

We have audited Marathon Digital Holdings, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”:

• The Company has not designed or implemented effective information technology general controls or an alternative manual control to prevent or detect material misstatements in revenue.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2023 consolidated financial statements, and this report does not affect our report dated February 28, 2024 on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, of the Company and our report dated February 28, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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 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 effective internal control over financial reporting was maintained in all material respects.

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.

that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) 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 (3) provide reasonable assurance regarding prevention or timely detection

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

of the 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 degree of compliance with the policies or procedures may deteriorate.

Mesa, California

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

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 (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

Because of the 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 degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

Costa Mesa, California

February 28, 2024

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item is incorporated herein by reference to the information provided under the headings

“Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate

Governance and the Board of Directors and its Committees” in our definitive proxy statement on Schedule 14A to be filed with

the SEC not later than 120 days after the fiscal year ended December 31, 2022 (the “2023 Proxy Statement”).

The information required by this item will be disclosed in the Company’s definitive proxy statement on Schedule 14A for our 2024 annual meeting of stockholders (the “2024 Proxy Statement”) and is incorporated herein by reference.

Our 2024 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023 pursuant to Regulation 14A under the Exchange Act.

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.

EXECUTIVE COMPENSATION

information required by this Item is incorporated herein by reference to the information provided under the headings “Executive

Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of

Directors and its Committees” in our 2023 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this Item is incorporated herein by reference to the information provided under the headings “Executive

Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of

Directors and its Committees” in our 2023 Proxy Statement.

The information required by this item will be disclosed in our 2024 Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be disclosed in our 2024 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item is incorporated herein by reference to the information provided under the headings “Executive

Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of

Directors and its Committees” in our 2023 Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

information required by this Item is incorporated herein by reference to the information provided under the headings “Executive

Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of

Directors and its Committees” in our 2023 Proxy Statement.

following exhibits are filed as part of this Annual Report on Form 10-K.

Amended and Restated Articles of Incorporation of the Company dated November 25, 2011.

Certificate of Amendment to Articles of Incorporation dated February 15, 2013.

Certificate of Amendment to Amended and Restated Articles of Incorporation dated July 18, 2013 (3)

Certificate of Amendment to Articles of Incorporation dated October 25, 2017.

Amended and Restated Bylaws of the Company dated November 25, 2011.

Certificate of Amendment to Articles of Incorporation dated April 8, 2019 (48)

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.

Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock.

Certificate of Correction to Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock.

Form of proposed Certificate of Designation of Preferences, Rights and Limitations of 0% Series E-1 Convertible Preferred Stock.

Form of Underwriter’s Warrant (51)

Indenture, dated as of November 18, 2021, between Marathon Digital Holdings, Inc.

Bank National Association, as trustee and Form of Certificate with Respect Thereto(66)

Form of At The Market Offering Agreement (70)

Amendment to Bylaws (74)

Form of Unit Purchase Agreement dated as of August 14, 2017.

Form of Registration Rights Agreement dated as of August 14, 2017.

Form of 5% Convertible Promissory Note dated August 14, 2017.

Form of Common Stock Purchase Warrant dated August 14, 2017.

Form of Exchange Agreement dated as of July 16, 2017.

Form of Exchange Agreement dated as of August 7, 2017.

Form of Exchange Agreement dated as of November 28, 2017.

Amended and Restated Croxall Retention Agreement dated August 30, 2017.

Retention Agreement with Francis Knuettel II dated August 31, 2017.

Employment Agreement with James Crawford dated August 31, 2017.

Consulting Termination and Release Agreement with Erich Spangenberg dated August 31, 2017.

Consulting Agreement dated August 31, 2017 with Page Innovations, LLC.

Form of Lock-up Agreement with Doug Croxall dated September 7, 2017.

Letter agreement with Revere Investments L.P., dated October 31, 2017.

Agreement and Plan of Merger dated as of November 1, 2017.

Amendment to Croxall Retention Agreement dated November 1, 2017.

Voting and Standstill Agreement with Doug Croxall dated November 1, 2017.

CF Marathon LLC Limited Liability Company Agreement dated as of October 20, 2017.

First Amendment to Amended and Restated Revenue Sharing and Securities Purchase Agreement and Restructuring Agreement dated as of August 3, 2017.

M&A Advisory Agreement with Palladium Capital Advisors, LLC, dated November 13, 2017.

CIARA Technologies Agreement.

(Confidential Treatment Requested) (30)

Master Services Agreement with Hypertec Systems Inc.

dated December 15, 2017.

(Confidential Treatment Requested) (31)

Engagement Letter with Roth Capital Partners, LLC dated December 7, 2017.

Fairness Opinion dated December 13, 2017.

Form of Securities Purchase Agreement.

Patent Rights Purchase and Assignment Agreement with XpresSpa Group, Inc.

dated January 11, 2018.

Amendment No.

1 to Agreement and Plan of Merger dated January 23, 2018.

Lease Agreement, by and between 9349-0001 Quebec Inc.

and Cryptoespace Inc., dated November 11, 2017.

Assignment and Assumption Agreement, by and between Blocespace Inc.

and Marathon Crypto Mining, Inc., dated February 12, 2018 (39)

Settlement Agreement and Release of Claims, dated March 8, 2018.

Amendment No.

2 to Agreement and Plan of Merger, dated March 19, 2018.

Amended and Restated Agreement and Plan of Merger, dated April 3, 2018.

Executive Employment Agreement (46)

Executive Employment Agreement (47)

At the Market Offering Agreement with HC Wainwright & Co., dated July 2019 (49)

Asset Purchase Agreement with SelectGreen, Ltd., dated August 2019 (50)

Form of Lockup Agreement (51)

Form of At the Market Agreement (52)

Sales and Purchase Agreement between the Company and Bitmain (53)

Executive Employment Agreement between the Company and Simeon Salzman (54)

Sales and Purchase Agreement between the Company and Bitmain (55)

Sales and Purchase Agreement between the Company and Bitmain (56)

Form of At the Market Agreement (57)

Sales and Purchase Agreement between the Company and Bitmain (58)

Employment Agreement with Fred Thiel (60)

Intentionally

Binding Letter of Intent with Compute North, LLC (62)

Purchase Agreement dated July 30, 2021 (63)

Master Securities Loan Agreement between the Company and NYDIG Funding, LLC, dated August 27, 202 (64).

Compute North Agreements (65)

Line of Credit with Silvergate Bank (65)

Amended Hosting Agreement between the Company and Compute North dated as of November 30, 2021 (67)

Operating Agreement, dated November 30, 2021 of Marathon Compute North 1 LLC(67)

Hosting Agreement between the Company and the LLC dated as of November 30, 2021 (67)

Bitmain Agreement (68)

Employment Agreement (69)

Employment Agreement for Hugh Gallagher (71)

Hardin, MT Amendment Agreements (72)

Silvergate Agreements (73)

Auradine Agreements (74)

Employment Agreement for John Lee (75)

Shareholders Agreement with FSI*

Termination Agreement with Silvergate Bank*

Code of Business Conduct and Ethics (43)

SingerLewak LLP letter to the Securities and Exchange Commission.

Letter from BDO USA, LLP dated November 30, 2017.

Consent of Marcum, LLP*

Consent of RBSM, LLP*

Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002*

Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002*

Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer*

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Calculation Linkbase Document

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

XBRL Taxonomy Extension Definition Document

Filed herein .

filed as Exhibit 3.1 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference.

filed as Exhibit 3.1 to Current Report on Form 8-K filed February 20, 2013 and incorporated herein by reference.

filed as Exhibit 3.1 to Current Report on Form 8-K filed July 19, 2013 and incorporated herein by reference.

filed as Exhibit 3.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 3.2 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference

filed as Exhibit 3.2 to Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference.

filed as Exhibit 4.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference.

filed as Exhibit 4.1 to Current Report on Form 8-K filed December 22, 2017 and incorporated herein by reference.

filed as Exhibit 4.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference.

filed as Exhibit 4.1 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference.

filed as Exhibit 4.2 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed July 18, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed August 9, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference.

filed as Exhibit 10.3 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference.

filed as Exhibit 10.4 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference.

filed as Exhibit 10.5 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed September 12, 2017 and incorporated herein by reference.

filed as Exhibit 10.14 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference.

filed as Exhibit 10.3 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference.

filed as Exhibit 10.18 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed August 9, 2017 and incorporated herein by reference.

filed as Exhibit 10.20 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.21 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.22 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.23 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.24 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed December 12, 2017 and incorporated herein by reference

filed as Exhibit 10.1 to Current Report on Form 8-K filed December 19.

2017 and incorporated herein by reference

filed as Exhibit 10.1 to Current Report on Form 8-K filed January 18, 2018 and incorporated herein by reference.

filed as Exhibit 10.28 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed February 15, 2018 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed July 31, 2018 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed March 20, 2018 and incorporated herein by reference.

filed as Exhibit 10.4 to Current Report on Form 8-K filed April 4, 2018 and incorporated herein by reference.

filed as Exhibit 14.1 to Annual Report on 10- K filed March 31, 2014 and incorporated herein by reference.

filed as Exhibit 16.1 to Current Report on Form 8-K filed January 17, 2017 and incorporated herein by reference.

filed as Exhibit 16.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed October 16, 2018 and incorporated herein by reference.

filed as Exhibit 10.2 to Current Report on Form 8-K filed on October 16, 2018 and incorporated herein by reference.

filed as Exhibit 3.1 to Current Report on Form 8-K filed on April 8, 2019 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed on July 19, 2019 and incorporated herein by reference.

filed as Exhibit 10.1 to Current report on Form 8-K filed on August 29, 2019 and incorporated herein by reference.

filed as Exhibit 4.1 to S-1/A filed on July 23, 2020

filed as Exhibit 10.1 to S-3 filed on August 6, 2020

filed as Exhibit 10.1 to 8-K filed on August 18, 2020

filed as Exhibit 10.1 to 8-K filed on October 24, 2020

filed as Exhibit 10.1 to 8-K filed October 29, 2020

filed as Exhibit 10.1 to 8-K filed on December 11, 2020

filed as Exhibit 10.1 to S-3 filed on December 11, 2020

filed as Exhibit 10.1 to 8-K filed on December 28, 2020

filed as Exhibit 4.1 to 8-K filed on January 15, 2021

filed as Exhibit 99.1 to 8-K filed on April 30, 2021

Intentionally

filed as Exhibit 10.1 to 8-K filed on May 27, 2021

filed as Exhibit 10.1 to 8-K dated August 4, 2021

filed as Exhibit 10.1 to 8-K dated September 2, 2021

filed as Exhibits 10.1 and 10.2 to 10-Q dated November 15, 2021

filed as Exhibits 4.1 and 4.2, respectively, to 8-K dated November 18, 2021 and 8-K dated November 24, 2021

filed as Exhibits 10.1, 10.2 and 10.3, respectively, to 8-K dated December 6, 2021

filed as Exhibit 10.1 to 8-K dated December 28, 2021

filed as Exhibit 10.1 to Form 8-K dated January 3, 2022

filed as Exhibit 4.12 to Registration Statement filed on Form S-3ASR dated February 11, 2022

Previously filed as Exhibit 10.1 to Form 8-K dated April 5, 2022

Previously filed as Exhibit 10.1 to Form 10-Q filed

on May 6, 2022

Previously filed as Exhibit 10.1 to Form 10-Q filed

on August 9, 2023

Previously filed as Exhibits 4.1 and 10.1 to Form 10-Q filed on November

Previously filed as Exhibit 10.1 to Form 8-K filed

on November 28, 2022

Filed herewith.

The information required by this item will be disclosed in our 2024 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be disclosed in our 2024 Proxy Statement and is incorporated herein by reference.

The following exhibits are filed as part of this Annual Report.

Exhibit Number

Exhibit Description Form

Date of First Filing

Exhibit Number

Provided Herewith

Restated Articles of Incorporation of Marathon Digital Holdings, Inc.

Amended and Restated Bylaws of Marathon Digital Holdings, Inc.

Description of Capital Stock

Indenture, dated November 18, 2021, by and between Marathon Digital Holdings, Inc.

Bank National Association

Form of Common Stock Purchase Warrant

Marathon Digital Holdings, Inc.

Amended and Restated 2018 Equity Incentive Plan

Form of Restricted Stock Unit Agreement

At-the-Market Offering Agreement, dated October 24, 2023, by and between Marathon Digital Holdings, Inc.

Wainwright & Co., LLC

Employee Employment Agreement, dated August 30, 2017, by and between Marathon Patent Group, Inc.

and James Crawford

Form 8-K 9/05/2017

Executive Employment Agreement, dated April 26, 2021, by and between Marathon Patent Group, Inc.

and Fred Thiel

Employment Agreement, dated December 20, 2021, by and between Marathon Digital Holdings, Inc.

and Ashu Swami

Executive Employment Agreement, dated November 21, 2022, by and between Marathon Digital Holdings, Inc.

Executive Employment Agreement, dated May 31, 2023, by and between Marathon Digital Holdings, Inc.

and Salman Khan

Executive Employment Agreement, dated July 29, 2022, by and between Marathon Digital Holdings, Inc.

and Adam Swick

NYDIG Digital Asset Custodial Terms and Conditions, dated July 27, 2021, by and between Marathon Digital Holdings, Inc.

and NYDIG Execution LLC

Shareholders’ Agreement, dated January 2023, by and between Marathon Digital Holdings, Inc.

and FS Innovation LLC

Marathon Digital Holdings, Inc.

Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading

21.1 Subsidiaries of Marathon Digital Holdings, Inc.

Consent of Marcu m LLP

Power of Attorney (included on the signature page) X

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Marathon Digital Holdings, Inc.

Policy for the Recovery of Erroneously Awarded Compensation

Inline XBRL Instance Document X

Inline XBRL Taxonomy Extension Schema Document X

Inline XBRL Taxonomy Extension Calculation Linkbase Document X

Inline XBRL Taxonomy Extension Definition Linkbase Document X

Inline XBRL Taxonomy Extension Label Linkbase Document X

Inline XBRL Taxonomy Extension Presentation Linkbase Document X

Cover Page Interactive Data File (embedded within the Inline XBRL document) X

# Indicates management contract or compensatory plan.

* This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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 of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

FORM 10-K SUMMARY

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.

March 16, 2023

DIGITAL HOLDINGS, INC.

Executive Officer and Executive Chairman

Executive Officer)

Hugh Gallagher

Financial Officer

Financial and Accounting Officer)

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.

Executive Officer and Chairman

Executive Officer)

Hugh Gallagher

Financial Officer

Financial and Accounting Officer)

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.

February 28, 2024

MARATHON DIGITAL HOLDINGS, INC.

/s/ Fred Thiel

Chief Executive Officer and Executive Chairman

(Principal Executive Officer)

/s/ Salman Khan

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Salman Khan and Zabi Nowaid, and each or either of them, acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or their or his or her substitutes, may lawfully do or cause to be done or by virtue hereof.

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 Executive Chairman

February 28, 2024

Fred Thiel (Principal Executive Officer)

/s/ Salman Khan Chief Financial Officer February 28, 2024

Salman Khan (Principal Financial Officer)

/s/ Kevin DeNuccio

Director February 28, 2024

Kevin DeNuccio

/s/ Sarita James

Director February 28, 2024

/s/ Said Ouissal

Director February 28, 2024

/s/ Georges Antoun

Director February 28, 2024

Georges Antoun

/s/ Douglas Mellinger

Director February 28, 2024

Douglas Mellinger

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures