[8-K] MARA Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

MARA Holdings, Inc. furnished an update stating it issued a shareholder letter with financial results for the quarter ended September 30, 2025, and a press release announcing an earnings webcast and conference call to be held on November 4, 2025. The materials are included as Exhibits 99.1 (shareholder letter) and 99.2 (press release) and are incorporated by reference as furnished, not filed.

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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): November 4, 2025

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)

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 (see General Instructions A.2. below):

☐    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

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 2.02    Results of Operations and Financial Condition

On November 4, 2025, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended September 30, 2025. The Company also issued a press release announcing its earnings webcast and conference call to be held on November 4, 2025. The full text of the shareholder letter and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.			Description
99.1			Shareholder Letter dated November 4, 2025
99.2			Press Release dated November 4, 2025
104			Cover page interactive data file (embedded with 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 thereunto duly authorized.

			MARA HOLDINGS, INC.
Date: November 4, 2025			By:			/s/ Zabi Nowaid
						Zabi Nowaid
						General Counsel and Corporate Secretary

FAQ

What did MARA (MARA) announce in this 8-K?

The company furnished a shareholder letter with financial results for the quarter ended September 30, 2025, and a press release about an earnings webcast and call.

When is MARA’s earnings webcast and conference call?

It is scheduled to be held on November 4, 2025.

Which exhibits contain MARA’s Q3 2025 materials?

Exhibit 99.1 contains the shareholder letter and Exhibit 99.2 contains the press release.

Are the materials considered filed or furnished?

They are furnished, not filed, and are not subject to liability under Section 18 of the Exchange Act.

What period do the financial results cover for MARA (MARA)?

The fiscal quarter ended September 30, 2025.

What form did MARA use for this disclosure?

A Form 8-K under Item 2.02 (Results of Operations and Financial Condition).