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MARA (NASDAQ: MARA) Texas deal may lift potential power to 4.8 GW

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MARA Holdings, Inc., through subsidiary Volt Texas, LLC, entered a Membership Interest Purchase Agreement with HIF USA LLC to acquire nearly all interests in MAT 1177 LLC, which owns a large powered land site in Matagorda County, Texas. The purchase price is structured as post-closing milestone payments that could total $600.0 million if all development milestones are achieved.

The more than 1,200-acre site is tied to an LOA for 2,000 megawatts of power capacity and is expected to provide up to 1 GW of grid capacity by October 2027 and up to 2 GW by April 2028. MARA plans to develop a large-scale digital infrastructure campus for high-performance computing and Bitcoin mining with Starwood Digital Ventures, while HIF retains a minority interest after an HPC tenant lease is signed.

Upon full energization, the site is expected to more than double MARA’s potential power capacity to approximately 4.8 GW across its portfolio, including the anticipated Long Ridge Energy & Power acquisition, and support thousands of construction and permanent jobs in Texas.

Positive

  • Large milestone-based acquisition with scalable power: MARA can acquire control of a Texas site tied to up to 2,000 MW of capacity for milestone payments up to $600.0 million, with economics linked to project progress rather than an upfront outlay.
  • Significant expansion of potential power capacity: Upon full energization and including the anticipated Long Ridge Energy & Power deal, the site is expected to lift MARA’s potential power capacity to approximately 4.8 GW, more than doubling its portfolio.
  • Strategic HPC and Bitcoin infrastructure partnership: MARA plans to co-develop a large-scale digital infrastructure campus with Starwood Digital Ventures, targeting high-performance computing and flexible compute workloads, and notes early interest from potential HPC tenants.

Negative

  • None.

Insights

MARA locks up a milestone-based, 2 GW Texas power site that could roughly double its portfolio capacity.

MARA is acquiring control of MAT 1177 LLC, whose Texas land package links to an LOA for 2,000 megawatts of power. The consideration is entirely milestone-based, with up to $600.0 million payable as specific development events occur, such as land acquisition, power authorization, and tenant leasing.

The site is expected to reach 1 GW of grid capacity by October 2027 and 2 GW by April 2028, developed jointly with Starwood Digital Ventures into a digital infrastructure campus for high-performance computing and Bitcoin mining. HIF keeps a minority stake once an HPC lease is signed, aligning incentives for long-term development.

Management states that, once fully energized and combined with the anticipated Long Ridge Energy & Power deal, this project could lift MARA’s potential power capacity to about 4.8 GW. Execution will depend on securing regulatory approvals, completing phased construction, and commercializing capacity with tenants, as highlighted in the forward-looking risk discussions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate purchase price (milestones) $600.0 million Total consideration if all development milestones are achieved
Site size more than 1,200 acres Matagorda County, Texas digital infrastructure campus site
Power capacity under LOA 2,000 megawatts Power capacity tied to letter agreement for the site
Initial grid capacity target 1 GW Expected by October 2027 for the Texas site
Full grid capacity target 2 GW Expected by April 2028 for the Texas site
Portfolio potential power approximately 4.8 GW Expected portfolio capacity including anticipated Long Ridge acquisition
Prior Texas investment more than $1.2 billion MARA’s cumulative investment in Texas to date
Membership Interest Purchase Agreement financial
"entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)"
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
Milestone Payments financial
"aggregate purchase price ... structured as a series of post-closing milestone payments (collectively, the “Milestone Payments”)"
Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.
high-performance computing technical
"capable of supporting high-performance computing workloads, as well as flexible compute operations"
A cluster of very powerful computers, special chips and fast networks designed to tackle huge, complex calculations far faster than a normal PC — like replacing a single delivery van with a synchronized fleet to move a city’s worth of packages. For investors, high-performance computing matters because it enables faster product development, more accurate simulations and data analysis, and new revenue streams for hardware, software and services, making firms that supply or use it potentially more competitive and scalable.
digital infrastructure campus technical
"develop the Site ... as a large-scale digital infrastructure campus"
A digital infrastructure campus is a large, campus‑style collection of facilities that host data centers, fiber networks, power and cooling systems, and related services used to store and move digital information. Think of it as a modern industrial park for the internet: multiple buildings and utilities optimized for heavy computing and fast connections. Investors care because these campuses generate steady, contract‑based revenue, benefit from economies of scale, and can be critical bottlenecks for cloud services, enterprise customers and telecommunications, affecting long‑term cash flow and asset value.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"the other factors discussed in the “Risk Factors” section of MARA’s most recent Annual Report on Form 10-K"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
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FAQ

What transaction did MARA (MARA) announce regarding the Texas site?
MARA announced that its subsidiary Volt Texas, LLC entered a Membership Interest Purchase Agreement to acquire nearly all interests in MAT 1177 LLC, which owns a large powered land site in Matagorda County, Texas, structured through milestone-based payments tied to project development events.

How much could MARA pay for the Texas digital infrastructure project?
The aggregate purchase price for the membership interests is structured as milestone payments that could total up to $600.0 million if all specified development milestones are achieved, including regulatory approvals, land acquisition, power authorization, and execution of a data center lease with a third-party tenant.

What power capacity will the new MARA Texas site support?
The site is linked to an agreement for 2,000 megawatts of power capacity and is expected to provide up to 1 GW of grid capacity by October 2027 and up to 2 GW by April 2028, supporting a large-scale digital infrastructure campus for high-performance computing and Bitcoin mining.

How will this transaction affect MARA’s overall power capacity?
Upon full energization of the Texas site, and including the anticipated close of MARA’s agreement to acquire Long Ridge Energy & Power, MARA expects its potential power capacity to reach approximately 4.8 GW across its portfolio, more than doubling its current potential capacity.

What role will HIF play after MARA acquires the Texas site?
HIF USA LLC will sell most of its interests in MAT 1177 LLC but retain a minority ownership stake in the project once an HPC tenant lease is executed, allowing HIF to participate in future development while continuing its advanced fuels projects on other controlled sites.

How does MARA plan to develop the Texas digital infrastructure campus?
MARA intends to develop the more than 1,200-acre site with Starwood Digital Ventures as a large-scale digital infrastructure campus, supporting high-performance computing workloads and flexible compute operations, including Bitcoin mining, with phased construction expected to begin in 2026 subject to regulatory approvals.

What economic impact is anticipated from MARA’s Texas project?
MARA states it has already invested over $1.2 billion in Texas and plans to keep investing significantly in the new campus, which is expected to support thousands of construction and permanent full-time jobs upon completion, benefiting local communities and the broader state economy.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 2, 2026

 

 

 

MARA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Nevada 001-36555 01-0949984

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

1010 South Federal Highway, Suite 2700

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

 

(800) 804-1690
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock   MARA   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 1.01Entry into a Material Definitive Agreement

 

On July 2, 2026, Volt Texas, LLC (“Buyer”), a Delaware limited liability company and a subsidiary of MARA Holdings, Inc., a Nevada corporation (“MARA” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HIF USA LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer acquired all of the issued and outstanding limited liability company membership interests (other than a retained equity interest to be held by Seller as described below) of MAT 1177 LLC, a Delaware limited liability company (the “Project Company”), resulting in the Project Company becoming an indirect subsidiary of MARA (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.

 

The Project Company holds (i) rights under certain purchase and sale contracts to acquire land located in Texas (the “Site Under Contract”), (ii) title to an additional parcel of adjacent land (the “Owned Site” and, together with the Site Under Contract, the “Site”), and (iii) rights under a letter agreement with an electric utility company (the “LOA”) relating to the provision of 2,000 megawatts of power capacity to the Site. The Project Company intends to develop the Site through its previously announced partnership with Starwood Digital Ventures as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible compute operations, including Bitcoin mining.

 

Under the Purchase Agreement, the aggregate purchase price for the membership interests being acquired is structured as a series of post-closing milestone payments (collectively, the “Milestone Payments”) tied to specified project development events, consisting of, among other things: (i) receipt of certain regulatory approvals and the Project Company’s acquisition of the Site Under Contract; (ii) the Site being authorized to receive power; and (iii) upon execution of a data center lease with a third-party tenant, Seller's retention of a minority interest in the Site. Assuming all milestones are achieved, the aggregate purchase price would be $600.0 million. Buyer is required to make the Milestone Payments as and when the applicable development milestones are achieved, as well as additional payments in the event of certain shortfalls.

 

The Purchase Agreement contains customary representations and warranties and covenants made by the parties, as well as certain post-closing covenants, including covenants relating to Buyer’s use of commercially reasonable efforts to obtain certain of the approvals contemplated therein.

 

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2026.

 

Item 2.01Completion of Acquisition or Disposition of Assets

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01Regulation FD Disclosure

 

Press Release

 

On July 9, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

   

 

 

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 occurrence of any event, change or other circumstance that could give rise to the exercise of any return or forfeiture right under, the Purchase Agreement; the Company’s planned development of the Site as a digital infrastructure campus; the expected power capacity (including as a result of the agreement to acquire Long Ridge Energy & Power), scalability and performance of the Site; the anticipated ability to commercialize the Site’s power capacity for Bitcoin mining and/or high-performance computing workloads; and the anticipated benefits of the Transaction to the Company. 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 9.01Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		   Description of Exhibit
99.1   Press Release, dated July 9, 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: July 9, 2026 MARA HOLDINGS, INC.  
       
  By: /s/ Zabi Nowaid  
  Name: Zabi Nowaid  
  Title: General Counsel and Corporate Secretary  

 

 

 

 

   

 

EXHIBIT 99.1

 

MARA Signs Agreement with HIF to Acquire Strategic Powered Land Site in Texas

 

Expands MARA's digital infrastructure platform with access to approximately 2 GW of power capacity

 

HIF to retain minority ownership in the project

 

Thousands of jobs expected for Texas

 

MIAMI, FL and HOUSTON, TX, July 9, 2026 — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”), a leading energy and digital infrastructure company, and HIF USA LLC (“HIF”), a leading energy and sustainable fuels company, today announced that they have entered into a definitive agreement under which MARA will acquire from HIF a large-scale powered land site in Matagorda County, Texas, approximately 90 miles southwest of Houston. HIF will continue its advanced fuels development plans on other sites.

 

The site encompasses more than 1,200 acres and is expected to provide access to up to an initial 1 GW of grid capacity by October 2027 and up to 2 GW by April 2028. The site is well positioned to support next-generation, efficient digital infrastructure development, and has already received interest from potential High-Performance Computing (“HPC”) tenants. MARA intends to develop the site through its previously announced partnership with Starwood Digital Ventures as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible compute operations, including Bitcoin mining. Upon execution of a lease with an HPC tenant, HIF will retain a minority ownership interest in the project.

 

The transaction enables HIF to unlock value from infrastructure assets while maintaining participation in the site’s future development and supporting its broader advanced fuels strategy.

 

Upon full energization, the site is expected to more than double MARA's potential power capacity to approximately 4.8 GW across its portfolio (including the anticipated close of MARA’s previously announced agreement to acquire Long Ridge Energy & Power), further strengthening MARA's position as a developer and operator of large-scale digital infrastructure.

 

“This transaction advances our strategy of securing strategically located infrastructure assets capable of supporting high-performance compute and bitcoin workloads,” said Fred Thiel, MARA's chairman and CEO. “As demand for digital infrastructure continues to grow, we believe sites with access to reliable, scalable power will become increasingly valuable. This acquisition meaningfully expands our long-term development pipeline and strengthens our ability to support high-performance compute and maximize the value of that power over time. We look forward to working with our partners at the site to deliver on the project buildout and drive long-term value for all our stakeholders.”

 

Renato Pereira, CEO of HIF USA, said, “We are pleased to welcome MARA to our long-term partnership with Matagorda County, accelerating our commitment to economic investment and jobs for Texans. The development of this digital infrastructure serves as a powerful economic anchor to strengthen Matagorda County and create local career opportunities for a prosperous future. We have given Notice to Proceed for construction on the switchyard to connect the site to the grid. We continue work on our advanced fuels facilities on other sites we control in Texas and worldwide to provide new sources of secure energy supply to meet rapidly growing global demand.”

 

   

 

 

Site Development Details

 

Phased construction of the digital infrastructure campus is expected to begin in 2026, contingent upon regulatory approvals.

 

By combining MARA's expertise in securing and managing large-scale power loads, Starwood Digital Ventures' world-class experience developing and operating data centers, and HIF's history in Matagorda, MARA believes the site is well positioned to support future digital infrastructure opportunities and create long-term value for customers, local communities, and shareholders.

 

MARA has a proven track record of investing in the communities where it operates while supporting grid reliability and local economic growth. To date, MARA has invested more than $1.2 billion in Texas. MARA intends to continue investing significantly to develop a premier digital infrastructure campus that is expected to support thousands of construction and permanent full-time jobs upon completion.

 

About MARA

 

MARA (NASDAQ: MARA) deploys digital energy technologies to advance the world’s energy systems. Harnessing the power of compute, MARA transforms excess energy into digital capital, balancing the grid and accelerating the deployment of critical infrastructure. Building on its expertise to redefine the future of energy, MARA develops technologies that reduce the energy demands of high-performance computing applications, from AI to the edge.

 

About HIF Global

 

HIF Global is a world leading e-Fuels company developing large scale infrastructure projects to recycle captured CO₂ and produce synthetic fuels for existing engines. The name HIF reflects the company’s mission: to produce Highly Innovative Fuels that contribute to global energy security. HIF already produces e-Fuels at its HIF Haru Oni facility in southern Chile and is developing large scale projects in the United States, Uruguay, Brazil, Australia, and Chile. For more information, visit www.hifglobal.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this press release 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 occurrence of any event, change or other circumstance that could give rise to the exercise of any return or forfeiture right under, the purchase agreement entered into in connection with MARA’s acquisition of the site; MARA’s planned development of the site as a digital infrastructure campus; the expected power capacity (including as a result of the agreement to acquire Long Ridge Energy & Power), scalability and performance of the site; the anticipated ability to commercialize the site’s power capacity for high-performance compute and bitcoin workloads; the number of construction and other jobs anticipated to be created; and the anticipated benefits of the transaction to MARA. 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 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 from its 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 U.S. Securities and Exchange Commission (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 press release 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.

 

MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com

 

MARA Media Contact:
Email: mara-jf@joelefrank.com

 

HIF USA Media Contact:

Liza Luter
Email: lluter@cgcn.com
Phone: 214-601-7474

 

   

 

Source: View Original Filing on SEC EDGAR

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