MARA Holdings (NASDAQ: MARA) to buy Long Ridge Energy in $1.5B deal
Rhea-AI Filing Summary
MARA Holdings, Inc. reports that its subsidiary MARA USA Corporation has entered into an Equity Purchase Agreement to acquire 100% of Long Ridge Energy & Power LLC for a base purchase price of approximately $1.5 billion, after which Long Ridge will become an indirect wholly owned subsidiary.
An accompanying investor presentation provides selected financials for the quarter ended March 31, 2026. MARA reported total revenues of $174.6 million, a net loss attributable to common stockholders of about $1.26 billion, and Adjusted EBITDA of roughly ($1.04 billion). As of that date, total assets were about $4.95 billion and total liabilities about $2.62 billion.
The presentation also highlights MARA’s Bitcoin operations, including year-to-date production through May 31, 2026 of 3,805 BTC, 1,100 blocks won, an estimated energized hashrate of 70.7 EH/s, and a 5.6% share of available miner rewards. Management emphasizes forward-looking statements and non-GAAP measures such as EBITDA and Adjusted EBITDA, with reconciliations provided.
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Insights
MARA outlines a $1.5B Long Ridge acquisition alongside weak Q1 2026 profitability and strong Bitcoin production metrics.
The planned acquisition of Long Ridge Energy & Power LLC for about $1.5 billion would add a gas-fired power and infrastructure asset base that supports MARA’s digital infrastructure and high-performance computing strategy. Structurally, Long Ridge is expected to become an indirect wholly owned subsidiary upon closing.
For the quarter ended March 31, 2026, MARA shows total revenues of $174.6 million but a net loss attributable to common stockholders of about ($1.26 billion). Adjusted EBITDA of roughly ($1.04 billion) underscores that, even after non-cash and non-recurring adjustments, profitability remains significantly negative.
Operationally, MARA reports year-to-date production through May 31, 2026 of 3,805 BTC, 1,100 blocks won, an energized hashrate of 70.7 EH/s, and a 5.6% share of available miner rewards. Future impact for investors will depend on the successful closing and integration of Long Ridge, financing terms for the transaction, and how digital infrastructure projects, including the Hannibal, Ohio campus, perform versus these baseline metrics.
8-K Event Classification
Key Figures
Key Terms
Equity Purchase Agreement financial
Adjusted EBITDA financial
non-GAAP financial measures financial
Energized Hashrate (EH/s) technical
Bitcoin ("BTC") Produced financial
Forward-Looking Statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 8.01 Other Events
As previously disclosed, on April 29, 2026, MARA USA Corporation, a Delaware corporation (“Buyer”) and a subsidiary of MARA Holdings, Inc., a Nevada corporation (the “Company”), and (solely for the purposes of Articles V, IX, and X thereof) the Company entered into an Equity Purchase Agreement with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners Finance LLC, a Delaware limited liability company (together with ORPH, the “Sellers”), and (solely for the purposes of Articles V, IX and X, and Sections 2.5, 6.10, 6.16 and 6.20) FTAI Infrastructure Inc., a Delaware corporation, pursuant to which Buyer will acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC, a Delaware limited liability company (“Long Ridge”), from the Sellers for a base purchase price of approximately $1.5 billion, subject to customary purchase price adjustments, after which Long Ridge will become an indirect wholly owned subsidiary of the Company (the “Transaction”).
The investor presentation attached as Exhibit 99.1 (the “Investor Presentation”) to this Current Report on Form 8-K is being filed to provide investors with additional information regarding the Transaction. The Investor Presentation is incorporated into this Item 8.01 by reference.
Forward-Looking Statements
This Current Report on Form 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission contain forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this Current Report on Form 8-K are forward-looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among other things, statements related to the parties’ ability to consummate the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary third-party approvals, or the satisfaction of other closing conditions to consummate the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties or expenditures relating to the Transaction; the Company’s planned development of digital infrastructure projects, including the Hannibal, Ohio campus; the expected capacity, scalability and performance of those facilities; the anticipated ability to shift between hyperscale and AI workloads and Bitcoin mining at those facilities; the Company’s ability to finance the Transaction on acceptable terms, or at all; the anticipated benefits of the proposed Transaction to the Company, including the Company’s expansion into high-performance computing; the Company’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash flows from the Long Ridge Facility and the expected accretive impact of the Transaction to the Company’s profitability metrics. Such forward-looking statements are based on management's current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in these forward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s assumptions, may cause the Company’s views to change. Readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions, the risk that the Transaction disrupts the Company’s current plans and operations or diverts management's attention from its ongoing business, the effect of the announcement of the Transaction on the ability of the Company to retain and hire key personnel and maintain relationships with others with whom it does business, the effect of the announcement of the Transaction on the Company’s operating results and business generally and the other factors discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the U.S. SEC and the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Investor Presentation, dated June 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: June 25, 2026 | MARA HOLDINGS, INC. | ||
| By: | /s/ Zabi Nowaid | ||
| Name: | Zabi Nowaid | ||
| Title: | General Counsel and Corporate Secretary | ||
EXHIBIT 99.1
Selected Financial Information: MARA Holdings, Inc. (“MARA”) & Long Ridge Energy & Power LLC (“Long Ridge”) NASDAQ: MARA MARA.COM June 2026 Rendering of Potential Data Center
Investor Notice Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under the heading "Risk Factors" in our most recent annual report on Form 10 - K and any other periodic reports that we may file with the U.S. Securities and Exchange Commission (the "SEC"). If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Forward - Looking Statements." Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this presentation are forward - looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives of these words are intended to identify forward - looking statements, although not all forward - looking statements contain these identifying words. Such forward - looking statements include, among other things, statements related to the parties’ ability to consummate MARA's acquisition of Long Ridge on theproposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary third - party approvals, or the satisfaction of other closing conditions to consummate the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties or expenditures relating to the tar nsaction; MARA’s planned development of digital infrastructure projects, including the Hannibal, Ohio campus; the expected capacity, scalabiltiy and performance of those facilities; the anticipated ability to shift between hyperscale and AI workloads and Bitcoin mining at those facilities; MARA’s ability to finance the transaction on acceptable terms, or at all; the anticipated benefits of the proposed transaction to MARA, including MARA’s expansion into high - performance computing; MARA’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash flows from the Long Ridge Facility and the expected accretive impact of the transaction to MARA’s profitability metrics. Such forward - looking statements are based on management's current expectations about future events as ofthe date hereof and involve many risks and uncertainties that could cause MARA’s actual results to differ materially from those expressed or implied in these forward - looking statements. Subsequent events and developments, including actual results or changes in MARA’s assumptions, may cause MARA’s views to change. Readers are cautioned not to place undue reliance on such forward - looking statements. All forward - looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual results may differ materially from those indicated by such forward - looking statements as a result of various important factors, including uncertainties related to market conditions, the risk that the transaction disrupts MARA’s current plans and operations or diverts management's attention fromits ongoing business, the effect of the announcement of the transaction on the ability of MARA to retain and hire key personnel and maintain relationships with others with whom it does business, the effect of the announcement of the transaction on MARA’s operating results and business generally and the other factors discussed in the “Risk Factors” section of MARA’s most recent Annual Report on Form 10 - K filed with the SEC and the risks described in other filings that MARA may make from time to time with the SEC. Any forward - looking statements contained in this presentation speak only as of the date hereof, and MARA specifically disclaims any obligation to update any forward - looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Disclosure 2
EBITDA is a non - GAAP financial measure used by MARA and Long Ridge. EBITDA is defined as (a) net income (loss) attributable to stockholders or members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes and (3) depreciation, depletion and amortization, including the amortization of other comprehensive income. Adjusted EBITDA is a non - GAAP financial measure used by MARA and Long Ridge. Adjusted EBITDA is defined as (a) net income (loss) attributable to common stockholders or members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation, depletion and amortization, including the amortization of other comprehensive income and (4) adjustments for non - cash and/or non - recurring items which currently include (i) stock - based compensation expense, (ii) changes in fair value of derivative instrument, (iii) restructuring costs, (iv) acquisition and integration costs, (v) net gain from extinguishment of debt and (vi) loss on sale of assets. The calculation of Long Ridge's Adjusted EBITDA presented herein differs from the methodology Long Ridge has used in its prior internal calculations and, accordingly, may not be directly comparable to Adjusted EBITDA previously calculated by Long Ridge. The non - GAAP financial measures used in this presentation have been prepared by, and are the responsibility of, MARA and Long Ridge’s respective management and have not been reviewed or audited by any accounting firm. MARA believes these non - GAAP financial measures are useful to MARA and its investors because they exclude certain financial, capital structure and non - cash items that may not directly reflect Long Ridge’s core operations and may not be indicative of its recurring operations. You should use non - GAAP information in addition to, and not as an alternative to, financial information prepared in accordance with GAAP. Non - GAAP financial measures may not be identical or comparable to measures with the same name presented by other companies. See Appendix for a reconciliation of MARA and Long Ridge’s EBITDA and Adjusted EBITDA to net (loss) income attributable to members and common stockholders, the most comparable GAAP measure. 3 Non - GAAP Financial Measures
Balance Sheet (unaudited) (in thousands) $8,304 $513,653 Cash & cash equivalents $52,404 $611,108 Total current assets — $2,407,516 Digital assets, net of current portion & Digital assets - receivable, net $1,524,496 $1,406,132 Property, plant and equipment, net $1,625,173 $4,338,161 Total long - term assets $1,677,577 $4,949,269 Total assets $4,000 $47,908 Long - term debt, current portion $111,825 $331,466 Total current liabilities $1,127,200 $2,218,261 Long - term debt, net of current portion $1,288,914 $2,284,562 Total long - term liabilities $1,400,739 $2,616,028 Total liabilities $1,677,577 $4,949,269 Total liabilities, redeemable noncontrolling interests and equity Selected Financial Information – For the Quarter Ended March 31, 2026 Source: Form 10 - Q public filings for MARA and managemen t internal financial statements for Long Ridge. 4
Income Statement (unaudited) (in thousands) $62,006 $174,614 Total revenues ($6,495) ($1,259,619) Net loss attributable to common stockholders / members $22,905 ($1,095,624) EBITDA $25,373 ($1,037,727) Adjusted EBITDA Selected Financial Information – For the Quarter Ended March 31, 2026 Source: Form 10 - Q public filings for MARA and managemen t internal financial statements for Long Ridge. 5
Appendix
(in thousands) ($6,495) ($1,259,619) Net loss attributable to common stockholders / members 23,260 188 Interest expense, net — (30,932) Tax benefit 6,140 194,739 Depreciation, depletion, and amortization 22,905 (1,095,624) EBITDA 1 1,583 30,506 Stock - based compensation (347) 41,045 Change in fair value of derivative instrument — 45,885 Restructuring costs 659 11,018 Acquisition and integration costs — (70,557) Net gain from extinguishment of debt 573 — Loss on Sale of Assets $25,373 ($1,037,727) Adjusted EBITDA 1 Non - GAAP Reconciliation – For the Quarter Ended March 31, 2026 7 1 In order to provide a more comprehensive understanding of the information used by our management team in financial and operational decision - making, we supplement our condensed consolidat ed financial statements that have been prepared in accordance with generally accepted account ing principles in the United States (“GAAP”) with the non - GAAP f inancial measures of EBITDA and Adjusted EBITDA. EBITDA is defined as (a) GAAP net loss attributable to common stockholders / members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes and (3) depreciation, depletion, and amortization, including the amortization of other comprehensive income. Adjusted EBITDA is defined as (a) EBITDA plus (b) adjustments to add back non - cash and/or non - recurring items, which currently include (i) stock - based compensat ion expense, (ii) change in fair value of derivat ive instrument, (iii) restructuring costs, (iv) acquisition and integration cost s, (v) net gain from extinguishment of debt, and (vi) loss on sale of asset s. Management uses EBITDA and Adjusted EBITDA, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform ope rating decision - making. We rely primarily on our condensed consolidated financial statements to understand, manage and evaluate our financial performance and use non - GAAP f inancial measures only supplementally. We believe that EBITDA and Adjusted EBITDA are useful measures to us and to our investors because they exclude certain financial, capital structure and/or non - cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period - over - period and relative to our competitors.
Metric 1,100 Number of Blocks Won 3,805 Bitcoin (“BTC”) Produced 25.2 Average BTC Produced per Day 5.6% Share of Available Miners Rewards 1 70.7 Energized Hashrate (EH/s) 2 YTD Production Data (as of May 31, 2026) 8 1 Defin ed as the total amount of block rewards including transaction fees that MARA earn ed during the period divided by the total amount of block rewards and transaction fees award by the Bitcoin network during the period. 2 Defin ed as the amount of hashrate that could theoretically be gen erated if all miners that have been en ergized are currently in operation including miners that may be temporarily offline. Hashrates are estimates based on the manufacturers’ specifications. All figures are rounded.
FAQ
What major transaction did MARA Holdings (MARA) announce regarding Long Ridge?
MARA Holdings announced that its subsidiary agreed to acquire 100% of Long Ridge Energy & Power LLC for a base purchase price of approximately $1.5 billion. After closing, Long Ridge is expected to become an indirect wholly owned subsidiary, supporting MARA’s digital infrastructure strategy.
How did MARA Holdings (MARA) perform financially in Q1 2026?
For the quarter ended March 31, 2026, MARA reported $174.6 million in total revenues and a net loss attributable to common stockholders of about ($1.26 billion). Adjusted EBITDA was approximately ($1.04 billion), indicating substantial negative profitability even after non-GAAP adjustments.
What does the investor presentation reveal about MARA’s balance sheet?
As of March 31, 2026, MARA showed total assets of roughly $4.95 billion and total liabilities of about $2.62 billion. Cash and cash equivalents were $52.4 million, while digital assets and related receivables totaled about $2.41 billion, highlighting a crypto-heavy asset base.
What non-GAAP metrics does MARA Holdings (MARA) emphasize?
MARA highlights EBITDA and Adjusted EBITDA as key non-GAAP measures, adding back interest, taxes, depreciation and specific non-cash or non-recurring items. For Q1 2026, EBITDA was about ($1.10 billion) and Adjusted EBITDA about ($1.04 billion), with reconciliations provided.
What Bitcoin production metrics did MARA Holdings (MARA) report year-to-date?
Through May 31, 2026, MARA reported producing 3,805 BTC, winning 1,100 blocks and achieving a 5.6% share of available miner rewards. The company also cited an energized hashrate of 70.7 EH/s, reflecting the scale of its Bitcoin mining operations.
How does MARA describe the risks and forward-looking nature of this update?
MARA stresses that statements about the Long Ridge acquisition, digital infrastructure projects, and financial impacts are forward-looking and subject to significant risks. These include closing conditions, financing, operational disruption, market conditions, and the risk factors detailed in its most recent Form 10-K.