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MARA (NASDAQ: MARA) plans $1.5B Long Ridge Energy acquisition to boost capacity

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

Rhea-AI Filing Summary

MARA Holdings agreed to acquire 100% of Long Ridge Energy & Power for about $1.5 billion, including assumed debt, making Long Ridge an indirect wholly owned subsidiary. The deal adds a highly efficient 505 MW combined-cycle gas plant in Ohio and over 1,600 acres for an integrated digital infrastructure campus with more than 1 GW of potential capacity.

MARA expects the acquisition to increase its owned and operated capacity by 65% and add roughly $144 million of annualized Adjusted EBITDA at all-in operating costs below $15/MWh. A 364-day senior secured bridge term loan commitment of up to $785 million from Barclays will help finance the transaction, which carries a $75 million reverse termination fee and standard regulatory and contractual closing conditions.

Positive

  • The Long Ridge acquisition is sized at approximately $1.5 billion and is expected to add about $144 million of annualized Adjusted EBITDA with all-in operating costs below $15/MWh, suggesting a potentially meaningful boost to earnings power if integration and development proceed as planned.
  • MARA expects the transaction to increase owned and operated capacity by 65% and expand its operational and development footprint to roughly 2.2 gigawatts, significantly scaling its presence in high-demand power and digital infrastructure markets.

Negative

  • The deal depends on substantial debt financing, including a $785 million 364‑day senior secured bridge term loan, which introduces refinancing and leverage risk if long-term capital is not secured on favorable terms.
  • Closing is subject to numerous regulatory, contractual and financing conditions, with potential termination after late 2026 or mid‑2027 and a $75 million reverse termination fee, highlighting execution and timing risks around completion of the acquisition.

Insights

MARA is using a $1.5B deal to add scale, EBITDA and a strategic AI-ready power campus.

MARA is buying Long Ridge Energy for about $1.5 billion, adding a 505 MW combined-cycle gas plant, over 1,600 acres and rail assets in Ohio. Management highlights more than 1 GW of potential capacity and flexibility across HPC leases, AI workloads, Bitcoin mining and wholesale power.

The press release cites roughly $144 million of annualized Adjusted EBITDA at all-in operating costs under $15/MWh, which, if realized, would be materially margin-accretive to many digital infrastructure models. The company also reports a 65% increase in owned and operated capacity and a development pipeline rising to about 2.2 GW across several markets.

Financing relies partly on a 364-day senior secured bridge term loan facility of up to $785,000,000 from Barclays, plus additional debt financing contemplated in the purchase agreement. Execution will depend on securing required consents, completing railroad-related agreements and closing no later than the long-stop dates in 2026 or 2027, while managing integration and regulatory risks described in the forward-looking statements.

The acquisition is sizable and potentially accretive, but adds financing, regulatory and execution complexities.

The equity purchase agreement includes customary representations, warranties and covenants, with closing conditioned on accuracy of those statements, covenants performance and obtaining amendments or waivers under certain existing agreements. Either side can terminate after November 30, 2026 (or June 30, 2027 for certain regulatory delays), and the buyer owes a $75.0 million termination fee in specified scenarios.

On financing, a $785,000,000, 364‑day senior secured bridge term loan from Barclays provides near-term liquidity but also introduces refinancing risk once the bridge matures. The sellers agree to cooperate on additional debt financing, change-of-control consents and potential offers to purchase or consent solicitations for Long Ridge Energy LLC's 8.750% Senior Secured Notes due 2032.

Non-GAAP figures show Long Ridge Energy’s Adjusted EBITDA at $35,742,000 and $36,187,000 for the quarters ended September 30, 2025 and December 31, 2025, respectively, and $143,858,000 on a 2025 2H annualized basis. These measures exclude several items such as equity-based compensation, acquisition expenses, interest and taxes, which investors must consider when comparing to MARA’s GAAP metrics.

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 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.
Transaction value $1.5 billion Base purchase price including assumed debt for Long Ridge Energy & Power
Bridge loan commitment $785,000,000 364-day senior secured bridge term loan facility from Barclays
Annualized Adjusted EBITDA $143,858,000 Long Ridge Energy 2025 2H annualized Adjusted EBITDA
Operating cost <$15/MWh Long Ridge Energy all-in operating costs for power generation
Termination fee $75.0 million Reverse termination fee payable by buyer in specified circumstances
Adjusted EBITDA Q3 2025 $35,742,000 Long Ridge Energy quarter ended September 30, 2025
Adjusted EBITDA Q4 2025 $36,187,000 Long Ridge Energy quarter ended December 31, 2025
Nameplate plant capacity 505 MW Long Ridge combined-cycle gas turbine nameplate capacity in Hannibal, Ohio
combined-cycle gas turbine technical
"Long Ridge’s assets include a 485 MW nameplate capacity (expected to increase to 505 MW nameplate capacity in H2 2026) combined-cycle gas turbine power plant"
A combined-cycle gas turbine is a power plant that burns natural gas in a fast-spinning turbine to make electricity, then captures the hot exhaust to boil water and run a second steam turbine, squeezing extra power from the same fuel. For investors it matters because this two-stage setup boosts efficiency and cuts fuel cost and emissions per megawatt hour—like getting extra miles from the same tank of gas—affecting operating margins, asset value and regulatory exposure.
Adjusted EBITDA financial
"Adds Approximately $144 Million of Annualized Adjusted EBITDA1 at Less than $15/MWh of All-In Operating Costs"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
senior secured bridge term loan facility financial
"Barclays committed, subject to satisfaction of customary conditions, to provide a 364-day senior secured bridge term loan facility"
change of control offer financial
"consent solicitations to waive the change of control offer requirement under the indenture governing the Long Ridge Energy LLC’s 8.750% Senior Secured Notes due 2032"
A change of control offer is a proposal made to shareholders or debt holders when a company is being taken over or its ownership is shifting, giving them the chance to sell their holdings or have contracts adjusted at a specified price or on specified terms. It matters to investors because it can provide a guaranteed exit, a cash premium, or altered rights—similar to being offered a set buyout price when a neighbor sells a shared property, and it can materially affect the value and future income from their investment.
non-hedge derivative instruments financial
"Changes in fair value of non-hedge derivative instruments"
Regulation FD Disclosure regulatory
"ITEM 7.01 Regulation FD Disclosure Press Release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
NASDAQ false 0001507605 0001507605 2026-04-29 2026-04-29
 
 

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): April 29, 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 1.01 Entry into a Material Definitive Agreement

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 (the “Purchase Agreement”) with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners Finance LLC, a Delaware limited liability company (“ORPF” and, together with ORPH, the “Sellers,” and each, a “Seller”), 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 (“FIP”), 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”).

Long Ridge’s assets include a 485 MW nameplate capacity (expected to increase to 505 MW nameplate capacity in H2 2026) combined-cycle gas turbine power plant located in Hannibal, Ohio, and over 1,600 contiguous acres of industrially permitted land with access to water and fiber infrastructure. The Company currently operates a data center co-located at the Long Ridge site through its Hannibal, Ohio campus.

The Purchase Agreement contains customary representations and warranties made by the parties, customary covenants and agreements and customary post-closing obligations of Sellers and Buyer, certain of which have been guaranteed by the Company. Pursuant to the Purchase Agreement, the Sellers have agreed (i) to cooperate with Buyer and the Company in procuring debt financing to be used, along with other proceeds, to finance the Transaction; (ii) to obtain any consents or amendments necessary to permit the consummation of the Transaction under the change of control provisions of certain contracts with material counterparties; and (iii) to cooperate with Buyer and the Company in conducting one or more offers to purchase, including, if necessary, a change of control offer, and/or consent solicitations to waive the change of control offer requirement under the indenture governing the Long Ridge Energy LLC’s 8.750% Senior Secured Notes due 2032 (the “Notes”). The parties have also agreed to (1) use their reasonable best efforts to, as promptly as practicable following the execution of the Purchase Agreement, negotiate and finalize in good faith certain specified agreements with respect to the sale and operation of a portion of the railroad-related assets held by East Ohio Valley Railway, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of FIP (the “Railroad Agreements”) and (2) cause the closing of the transactions contemplated by the Railroad Agreements to occur on or substantially concurrent with the closing of the Transaction.

The closing of the Transaction is subject to customary closing conditions, including the accuracy of each party’s representations and warranties, and each party’s compliance with or waiver of its covenants and agreements contained in the Purchase Agreement (in each case, subject to certain materiality and other exceptions). Buyer’s obligations at the closing of the Transaction are subject to, among other customary conditions, the receipt of amendments or waivers under certain of the Sellers’ or their subsidiaries’ existing agreements. Buyer or Seller may terminate the Purchase Agreement at any time after November 30, 2026 (or June 30, 2027 if certain regulatory conditions are not satisfied) if the Transaction has not been consummated for any reason other than such party’s failure to comply with any covenant of such party in the Purchase Agreement. Under certain circumstances, Buyer will be required to pay Sellers a termination fee of $75.0 million.

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 thereof, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

The representations, warranties and covenants contained in the Purchase Agreement described above were made only for purposes of such agreement and as of the specified dates set forth therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by those parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between those parties instead of establishing particular matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on these representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Sellers or any of their respective subsidiaries or affiliates. Moreover, information concerning the

 


subject matter of the representations, warranties and covenants may change after the date of the agreement containing them, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a commitment letter with Barclays Bank PLC (“Barclays”), pursuant to which Barclays committed, subject to satisfaction of customary conditions, to provide a 364-day senior secured bridge term loan facility to the Company in an aggregate principal amount of up to $785,000,000.

In connection with entering into the Purchase Agreement, the Company and Buyer have also entered into a letter agreement with FIP and Sellers, pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, FIP and Sellers have agreed to indemnify the Company, its affiliates and certain of its and their representatives against certain losses incurred by such persons arising out of or relating to certain regulatory, legal and maintenance matters.

ITEM 7.01 Regulation FD Disclosure

Press Release

On April 30, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is attached 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 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

10.1    Equity Purchase Agreement, dated April 29, 2026, by and among the Sellers, the Buyer, (solely for the purposes of Articles V, IX and X) the Company and (solely for the purposes of Articles V, IX and X and Sections 2.5, 6.10, 6.16 and 6.20) FIP.
99.1    Press Release, dated April 30, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 1.01, Instruction 4 of Form 8-K. The Company agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request. Certain portions of this exhibit are omitted pursuant to Regulation S-K Item 601(b)(10)(iv) because they are not material and are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

 


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: April 30, 2026   MARA HOLDINGS, INC.
    By:  

/s/ Zabi Nowaid

    Name:   Zabi Nowaid
    Title:   General Counsel and Corporate Secretary

Exhibit 99.1

 

LOGO

MARA Advances Its Optimized Digital Infrastructure Strategy with Agreement to Acquire Long Ridge Energy & Power

Establishes Premier Digital Infrastructure Campus with Over 1 GW of Total Potential Capacity, Including 200 MW of

Existing MARA Capacity and Line of Sight to up to 600 Gross MW of AI and Critical IT Loads

Increases MARA’s Owned and Operated Capacity by 65%

Adds Approximately $144 Million of Annualized Adjusted EBITDA1 at Less than $15/MWh of All-In Operating Costs

MARA to Host Conference Call Today at 8:00 a.m. ET (5:00 a.m. PT)

Miami, FL, — April 30, 2026 — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”), a leading energy and compute infrastructure company, today announced that it has entered into a definitive agreement to acquire Long Ridge Energy & Power LLC (“Long Ridge Energy”) from FTAI Infrastructure Inc. (NASDAQ: FIP) (“FTAI Infrastructure”) for a total transaction value of approximately $1.5 billion (including the assumption of certain debt). The acquisition includes Long Ridge Energy’s highly efficient 505 MW2 nameplate combined-cycle gas power plant (the “Long Ridge CCGT”) in Hannibal, Ohio, and over 1,600 contiguous acres supporting an integrated digital infrastructure campus in one of the most active data center and power markets in the world.

The acquired campus will provide immediate access to power, land, water and fiber upon closing, with less site development execution risk relative to greenfield alternatives, and supports more than 1 GW of total potential power capacity across generation and load. MARA believes the site is distinctly positioned to support multiple monetization pathways, including long-term HPC leases, flexible compute operations – including Bitcoin mining – and wholesale power generation. MARA also believes that assets of this scale and quality are increasingly difficult to replicate given the time, cost and complexity required to secure power, land, permitting and interconnection in today’s market.

“The agreement to acquire Long Ridge Energy is a significant step forward in executing our optimized digital infrastructure strategy,” said Fred Thiel, MARA’s chairman and CEO. “Power is the scarce input in AI and, with the planned addition of Long Ridge Energy, we are gaining control of a highly efficient, contracted energy platform that has a rare combination of large-scale power, land, water access, fuel supply and grid interconnection in a single location – assets that are increasingly difficult to replicate in today’s market – and is ready for expansion to build a flagship AI campus. By combining energy generation, fuel supply and compute infrastructure, we are building a differentiated platform designed to maximize the value of every megawatt we control.”

Long Ridge Energy Highlights

The acquired Long Ridge Energy assets are expected to serve as a cornerstone within MARA’s digital infrastructure development pipeline. With the acquisition, MARA will expand its operational and development capacity to approximately 2.2 gigawatts across the PJM, ERCOT, SPP, and international markets. MARA’s Hannibal data center, co-located at the Long Ridge Energy site, has already received inbound interest from multiple potential investment-grade AI/Critical IT tenants.

MARA expects construction of an initial AI/Critical IT buildout to begin in 1H 2027, with initial capacity accelerated by its current 200 MW of capacity and targeted to be ready for service in mid-2028. MARA also has multiple paths to expand capacity at the site to up to 600 gross MW over time through a combination of grid expansions and on-site power generation, which MARA will pursue in parallel with the transaction close.

 

 
1 

Annualized Adjusted EBITDA and Adjusted EBITDA are non-GAAP measures. Refer to “Non-GAAP Financial Information” for the definitions of such terms and reconciliations to the closest comparable GAAP metrics.

2 

Currently authorized to sell 485 MW; expected to increase to full 505 MW nameplate in H2 2026.


In addition, the Long Ridge CCGT maintains approximately 125 acres of industrially permitted land and is a highly efficient combined-cycle gas turbine in the PJM interconnection, with ~505 MW and approximately 100 MMcfd of vertically integrated fuel supply. The facility benefits from structurally low energy costs, supported by all-in operating costs of less than $15/MWh, and long-dated hedges that provide durable and visible cash flows. MARA does not expect to reduce Long Ridge Energy’s current supply of power generation into the PJM grid and does not anticipate impact to consumers. As MARA develops additional compute capacity behind the meter, it expects to pair that demand with incremental generation over time.

As part of the transaction, MARA will also acquire rail infrastructure supporting on-site logistics and operations. Ownership of this infrastructure provides additional flexibility and control over site development, which MARA believes is important in supporting the requirements of AI/Critical IT customers.

Following the closing of the transaction, MARA plans to retain Long Ridge Energy’s team, supplementing MARA’s existing expertise and providing a scalable operating platform for future digital infrastructure development.

Transaction Details and Key Financial Highlights

 

   

$1.5 billion transaction value, including the assumption of at least $785 million of debt, backstopped by a bridge loan from Barclays

 

   

Represents approximately $144 million of Annualized Adjusted EBITDA, based on Long Ridge Energy’s 2H 2025 performance, providing stable, cash-generative operations that support the development of MARA’s broader development objectives and financial health

 

   

Expected to increase MARA’s owned and operated power capacity by approximately 65%

 

   

Expected to close in the second half of 2026, subject to regulatory approvals, including clearance under the Hart-Scott-Rodino Act and Federal Energy Regulatory Commission approval, as well as satisfaction of other customary closing conditions

Conference Call Details

MARA will hold a webcast and conference call at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time) today to discuss the acquisition.

To register to participate in the conference call, please use the link below.

Date: Thursday, April 30, 2026

Time: 8:00 a.m. Eastern time (5:00 a.m. Pacific time)

Registration link: Webcast

The webcast will also be available for replay at MARA’s website at ir.mara.com. If investors have any difficulty connecting to the conference call, please contact MARA’s investor relations team at ir@mara.com.

Advisors

Barclays Capital Inc. and Compass Point Research & Trading, LLC are serving as financial advisors to MARA on the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Sidley Austin LLP are serving as legal advisors to MARA.

Jefferies LLC and Lazard are serving as financial advisors to FTAI Infrastructure. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to FTAI Infrastructure.

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.


Non-GAAP Financial Information

This press release includes financial information of Long Ridge Energy which is not recognized under generally accepted accounting principles (GAAP). You should use non-GAAP information in addition to, and not as an alternative to, financial information prepared in accordance with GAAP. We believe that Annualized Adjusted EBITDA and Adjusted EBITDA are useful 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 core operations or may not be indicative of recurring operations. See the table below for a reconciliation of Long Ridge Energy’s Adjusted EBITDA and Annualized Adjusted EBITDA to net (loss) income attributable to stockholders, the most comparable GAAP measure. Adjusted EBITDA and Annualized Adjusted EBITDA may not be identical or comparable to measures with the same name presented by other companies.

 

($ thousands)

   Three Months
Ended
September 30,
2025
     Three Months
Ended
December 31,
2025
     2025 2H
Annualized1
 

Net (loss) income attributable to stockholders

   $ 566      $ (45,699    $ (90,266

Equity-Based Compensation Expense

     —         5,636        11,272  

Acquisition and Transaction Expenses

     162        3,966        8,256  

Losses on the modification or extinguishment of debt and capital lease obligations

     47        30        154  

Changes in fair value of non-hedge derivative instruments

     681        (510      342  

Depreciation & amortization expense

     6,330        11,438        35,536  

Interest Expense

     27,956        26,730        109,372  

(Benefit from) provision for income taxes

     —         34,933        69,866  

Pro-rata share of Adjusted EBITDA from unconsolidated entities

     —         (337      (674
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA2

   $ 35,742      $ 36,187      $ 143,858  

 

  1.

Annualized 2H 2025 Adjusted EBITDA is calculated by summing the results for the three month periods ended September 30, 2025 and December 31, 2025 and multiplying such amount by two, as if such results represented a full year of operations, and is presented as it reflects both (i) the full contractual impact of power hedge swap agreements entered into in February 2025 and (ii) capacity payments which commenced in June 2025. 2H results are annualized for illustrative purposes only and do not represent a forecast. Actual results for the fiscal year ended December 31, 2025 and for future periods may differ materially from such annualized results, and such annualized results have not been reviewed or audited by any accounting firm.

  2.

Long Ridge Energy defines Adjusted EBITDA as net income (loss) attributable to stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, depreciation and amortization expense, interest expense and (b) to include the impact of Long Ridge Energy’s pro-rata share of Adjusted EBITDA from unconsolidated entities.

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 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; MARA’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; 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 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

FAQ

What acquisition did MARA (MARA) announce involving Long Ridge Energy & Power?

MARA agreed to acquire 100% of Long Ridge Energy & Power for about $1.5 billion, including assumed debt. The deal adds a 505 MW combined-cycle gas plant in Ohio plus over 1,600 acres for an integrated digital infrastructure campus with more than 1 GW of potential capacity.

How will the Long Ridge transaction affect MARA’s power and infrastructure capacity?

MARA expects the acquisition to increase its owned and operated capacity by 65% and expand its operational and development pipeline to roughly 2.2 gigawatts. The Hannibal, Ohio campus could ultimately support up to 600 gross megawatts of AI and critical IT loads through staged expansions.

What financial contribution is expected from Long Ridge Energy’s operations for MARA?

Long Ridge Energy generated 2025 second-half annualized Adjusted EBITDA of about $143.9 million, with all-in operating costs under $15/MWh. MARA highlights approximately $144 million of annualized Adjusted EBITDA as a key earnings contributor, assuming successful closing and continued performance at these levels.

How is MARA planning to finance the Long Ridge acquisition?

MARA obtained a commitment from Barclays for a 364-day senior secured bridge term loan facility of up to $785 million. The purchase agreement also contemplates additional debt financing and seller cooperation on change-of-control consents and potential offers related to Long Ridge’s outstanding senior secured notes.

What are the main risks and conditions associated with MARA’s Long Ridge deal?

Closing requires accurate representations, covenant compliance and key consents or waivers under existing agreements. Either party can terminate after November 30, 2026, or June 30, 2027 for certain regulatory delays, and in specified circumstances the buyer must pay sellers a $75 million termination fee.

How does the Long Ridge acquisition support MARA’s AI and digital infrastructure strategy?

The campus offers immediate access to power, land, water and fiber, and more than 1 GW of potential capacity. MARA plans to support high-performance computing leases, AI and Bitcoin workloads, with initial AI and critical IT buildout targeted to begin in 1H 2027 and be ready for service by mid-2028.

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