MARA (NASDAQ: MARA) swings to $1.7B loss while building major AI JV

Rhea-AI Filing Summary

MARA Holdings reported a sharp swing to loss in Q4 2025 while outlining a major shift toward AI and high-performance computing. Quarterly revenue slipped 6% to $202.3 million, but full-year revenue rose 38% to $907.1 million as bitcoin prices were higher on average.

Net loss reached $1.7 billion in Q4 2025 versus $528.3 million of net income a year earlier, and full-year loss was $1.3 billion versus $541.0 million of income. Results were heavily impacted by a $1.5 billion negative change in the fair value of digital assets, plus much higher depreciation and amortization.

The company ended 2025 with 66.4 EH/s of energized hashrate and 53,822 bitcoin worth about $4.7 billion, along with $547.1 million of cash, giving roughly $5.3 billion in liquid assets. MARA detailed a strategic joint venture with Starwood Digital Ventures targeting more than 1 GW of AI and hyperscale data center capacity, a 64% stake in Exaion to expand AI/HPC capabilities, and acquisitions including a 42 MW Nebraska data center, while beginning to sell bitcoin and pausing its at-the-market equity program in Q4.

Positive

• Strong balance of liquid assets: MARA held 53,822 bitcoin valued at approximately $4.7 billion plus $547.1 million in unrestricted cash at December 31, 2025, for a combined liquid asset base of about $5.3 billion.
• Strategic diversification into AI and HPC: The company announced a joint venture with Starwood Digital Ventures targeting more than 1 GW of initial IT capacity and acquired a 64% stake in Exaion to expand enterprise and sovereign AI/high‑performance computing capabilities.
• Significant operational scale growth: Energized hashrate increased 25% year over year to 66.4 EH/s, blocks won grew 21% for 2025, and cost per petahash per day improved 16% for the full year, indicating rising scale and efficiency in mining operations.

Negative

• Massive swing from profit to loss: Q4 2025 net loss was $(1.7) billion versus $528.3 million of net income a year earlier, and full-year 2025 net loss was $(1.3) billion versus $541.0 million of net income in 2024.
• Heavy impact from bitcoin fair value and non-cash charges: Results were strongly affected by a $(1.5) billion negative change in fair value of digital assets in Q4, $772.8 million of full‑year depreciation and amortization (including accelerated depreciation), and $82.8 million of goodwill impairment.
• Rising operating cost base: General and administrative expenses excluding stock‑based compensation rose to $181.3 million in 2025 from $96.3 million, while purchased energy, hosting, and maintenance costs all increased alongside network difficulty, pressuring profitability despite higher revenue.

Insights

Crypto infrastructure and equity analyst

Large non-cash bitcoin losses drive a $1.7B quarterly loss even as MARA pivots toward AI and HPC infrastructure.

MARA posted Q4 2025 revenue of $202.3 million, down 6%, but full-year revenue rose 38% to $907.1 million. The key issue was earnings: Q4 net loss was $(1.7 billion) versus $528.3 million of profit a year earlier, and full-year loss was $(1.3 billion) versus $541.0 million in 2024.

The filing attributes the $(1.9 billion) swing mainly to operating income falling by $(1.5 billion), driven by higher depreciation and amortization (including $772.8 million for the year with accelerated write-offs), unfavorable bitcoin mark‑to‑market adjustments of $425.7 million, and $82.8 million of goodwill impairment. A $(1.5 billion) change in fair value of digital assets in Q4 underscores how sensitive results are to bitcoin price moves.

Strategically, MARA is repositioning from pure bitcoin mining toward a broader energy and digital infrastructure model. It formed a joint venture with Starwood Digital Ventures targeting over 1 GW of initial AI/HPC capacity, acquired a 64% stake in Exaion, and bought a 42 MW Nebraska data center. It now holds 53,822 BTC (about $4.7 billion) plus $547.1 million in cash, and has begun selling bitcoin and suspending ATM issuance, which shifts funding toward internal digital assets and could change capital structure dynamics as 2026 progresses.

0001507605FALSENASDAQ00015076052026-02-262026-02-26

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): February 26, 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)

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 February 26, 2026, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its preliminary, unaudited financial results for the fiscal quarter and full year ended December 31, 2025. The Company also issued a press release announcing its earnings webcast and conference call to be held on February 26, 2026. 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 February 26, 2026
99.2			Press Release dated February 26, 2026
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: February 26, 2026			By:			/s/ Zabi Nowaid
						Zabi Nowaid
						General Counsel and Corporate Secretary

Contents
To Our Shareholders	3
Financial and Operational Discussion	7
Earnings Webcast and Conference Call	12
Statements of Operations	13
Investor Notice	16
Forward-Looking Statements	16

The financial results discussed in this letter are preliminary, unaudited, and subject to the completion of our year-end closing

procedures and audit. Final results will be provided in our Annual Report on Form 10-K for the year ended December 31, 2025.

Key Highlights

Revenues decreased

6% to $202.3 million

IN Q4 2025

from $214.4 million in Q4 2024.

Net income (loss)

decreased to ($1.7 billion)

IN Q4 2025

from $528.5 million in Q4 2024.

Adjusted EBITDA

decreased to ($1.5 billion)

IN Q4 2025

compared to $796.0 million in Q4 2024.

Cost/petahash per

day decreased by 4%

IN Q4 2025

from Q4 2024.

Energized hashrate

("EH/s") increased 25%

TO 66.4 EH/S IN Q4 2025

from 53.2 EH/s in Q4 2024.

Bitcoin holdings

increased 20%

TO 53,822 BTC (C. $4.7B)

Including 15,315 BTC loaned or

pledged as collateral as of December 31, 2025.

Total blocks won

decreased 15% to 595

IN Q4 2025

from 703 in Q4 2024.

Purchased energy cost per

BTC $48,611

IN Q4 2025

for our owned sites.

Cost per kWh: $0.05

FOR Q4 2025.

Mined 2,011 BTC and

purchased 1,670 BTC

IN Q4 2025.

SHAREHOLDER LETTER Q4 2025                                                                                                                3

To Our Shareholders

This quarter, we are accelerating MARA’s expansion into AI and high-performance compute with the

announcement of our strategic joint venture with Starwood Digital Ventures (“Starwood”).

This partnership marks an important step forward in the evolution of our platform and reflects the

intentional transformation of our business from a pure-play Bitcoin miner into an energy and digital

infrastructure company.

Under the partnership, MARA and Starwood will develop, finance and operate next-

generation digital infrastructure capable of meeting growing demand from enterprise,

hyperscale, and AI customers across MARA’s existing power-rich portfolio. MARA will

contribute dedicated, energy-advanced data center sites, while Starwood will lead design,

development, tenant sourcing, construction, and facility operation, with Starwood providing

investment expertise to support enhanced project level economics.

To ensure successful execution, we believe it is critical to partner with best-in-class operators.

Starwood brings proven development execution, financing capability, and established relationships

with prospective tenants, complementing MARA’s energized sites, and flexible compute

infrastructure.

We believe partnering with Starwood positions MARA to participate meaningfully in the highest

demand segments of the data center market, including enterprise, hyperscale and AI, where

institutional credibility, development certainty, and tenant relationships are decisive competitive

advantages.

This partnership is designed to be capital-efficient and strategically flexible.

Unlike traditional data center development models, this partnership, and MARA’s modular approach,

will allow us to scale selectively, playing directly to our core strengths. This structure is designed to

allow MARA to continue mining operations where capacity is available at attractive power costs.

MARA will have the option to invest up to 50 percent in joint venture projects, enabling us

to retain ownership in assets generating operating cash flow while maintaining exposure to

long-term value creation. The joint platform is expected to support more than 1 gigawatt

(“GW”) of IT capacity in the initial development phase, with a development roadmap that

could extend capacity beyond 2.5 GW over time.

Bitcoin mining remains an integral part of this model, continuing to serve as a flexible, always-on

workload that monetizes power while higher-value compute capacity is developed and deployed.

This collaboration represents the next logical step in MARA’s deliberate, multi-year transformation.

MARA’s strategy has continuously adapted to where value accrues within digital infrastructure.

SHAREHOLDER LETTER Q4 2025                                                                                                                4

Early on, scale, and installed capacity defined competitiveness, leading to an asset-light model. Over

time, it became clear that infrastructure control and operational execution drive durable value,

particularly as energy constraints tightened. This conviction led us to prioritize site ownership and

power control. As AI workloads gained traction, we recognized that long-term economics would

concentrate at the inference layer rather than in hosting alone, prompting us to expand our

capabilities. Infrastructure drives scale; enterprise deployment drives margin.

In 2025, as HPC conversions accelerated and inbound interest from hyperscalers increased, we saw

clear strategic value in our owned sites. That perspective ultimately led to today’s announcement with

Starwood Digital Ventures, ensuring quality tenancy and disciplined development while preserving

long-term value for our shareholders.

The Next Decade

Looking ahead, we believe the next decade of digital infrastructure will be shaped less by compute

availability and more by energy constraints. AI adoption is accelerating faster than grids can expand.

Interconnection queues are lengthening, power costs are rising, and access to reliable, scalable

energy has become the binding constraint for AI and high-performance compute.

This dynamic fundamentally reshapes where value is created.

We believe MARA is strategically advantaged in this environment. We control power-rich sites

located at critical intersections of generation, transmission, and load. Our infrastructure is modular,

scalable, and designed to support multiple workloads. Because our sites are already energized, we

can deploy capacity on timelines measured in months rather than years, and at economics that reflect

energy ownership rather than grid scarcity pricing.

Advancing Our Digital Energy and Compute Platform

We are positioning our platform to support a broad range of AI deployment requirements, from

large‑scale cloud environments to private, enterprise and sovereign deployments, particularly where

data residency, latency, and operational control requirements limit public cloud use.

2025 was a year of deliberate investment and foundation building for our next phase of growth. Our

actions throughout the year were guided by a clear set of priorities: accumulating and controlling low-

cost, utility-scale power; preserving flexibility in how that power is monetized; and maintaining

disciplined capital allocation. Against this framework, we put essential building blocks in place to

evolve into a next-generation digital infrastructure platform integrating Bitcoin mining, power

generation, AI, and high-performance compute.

MARA’s strategy is a value-creation stack built on power ownership.

As demand emerges, we will selectively convert capacity to higher-value workloads, including AI

inference and high-performance compute, deploying capital only where we believe returns justify

investment. Over time, this layered approach will allow MARA to allocate energy to its highest-value

SHAREHOLDER LETTER Q4 2025                                                                                                                5

application as market conditions evolve, compounding asset value while preserving optionality across

cycles.

That progress is already visible. We closed our investment in Exaion, expanding our capabilities

and positioning MARA to participate directly in sovereign-grade AI and high-performance

computing opportunities. While Starwood enables hyperscale infrastructure development, Exaion

enables the enterprise and sovereign deployment layer of AI.

Exaion is part of our broader international strategy to position MARA as a power-

advantaged digital infrastructure platform beyond the United States. Building on our proven

success in the UAE and the recent launch of our pilot site in Oman, we are advancing

discussions with major energy companies in France regarding global opportunities, including

in Brazil, as well as domestic energy producers in Saudi Arabia. These initiatives reflect a

disciplined approach to expanding our global footprint across energy-rich regions where

access to reliable, scalable power supports long-term infrastructure development.

We also increased our footprint in Nebraska through the acquisition of a 42-megawatt data center

adjacent to an existing site. With attractive power rates, we expect this acquisition to lower our

average cost to mine at our Nebraska campus while strengthening our owned infrastructure footprint

and providing option value for future AI and HPC workloads.

We have also secured nearly 2 gigawatts of capacity through ownership and long-term contractual

rights and are strengthening durability by bringing generation in-house. This includes our owned wind

farm and our NGON gas-to-power operations, which doubled from 25 megawatts to 50 megawatts

during the quarter. These assets support lower-cost mining operations while reducing emissions.

Given the recent decline in Bitcoin price and impact of our joint venture with Starwood, which we

believe will be accretive, we are prioritizing capital allocation toward the highest-value near-term

opportunities. While we continue to advance discussions with MPLX regarding the development of

integrated power and data campuses in West Texas, this remains a longer-term initiative that would

require significant capital investment. Although the scope under consideration has evolved from the

initial letter of intent, we remain actively engaged in evaluating a transaction structure that aligns with

our disciplined capital allocation strategy.

Bitcoin and Long‑Term Value Creation

Bitcoin remains a core pillar of MARA’s strategy.

Bitcoin mining provides a distinctly flexible, industrial-scale use of electricity that allows us to

monetize stranded and underutilized power while supporting grid stability. Despite recent market

volatility, we increased energized hashrate from 53.2 EH/s to 66.4 EH/s during the year. While below

our 75 EH/s target, this outcome reflects deliberate capital discipline. We chose not to deploy capital

into new builds that failed to meet our return thresholds, instead focusing on optimization – improving

SHAREHOLDER LETTER Q4 2025                                                                                                                6

uptime, maintenance efficiency, and productivity across our existing fleet. We expect these efficiency

gains to strengthen unit economics and improve resilience across market cycles.

Our bitcoin holdings also represent a liquid balance sheet asset that provides strategic optionality and

liquidity management flexibility. While the timing of a recovery in bitcoin prices is difficult to predict,

our long-term conviction in the asset class remains unchanged. We believe that recent volatility

reflects broader macro uncertainty rather than a deterioration in bitcoin’s underlying fundamentals.

Looking forward

MARA has evolved far beyond the asset-light, hosted model of its past. Today, we operate a vertically

integrated portfolio spanning power and compute at scale. Power ownership guides every decision

we make, from capital allocation and partnerships to organizational design. Bitcoin mining remains the

backbone of our enterprise, distinctly capable of monetizing energy at scale, while AI and advanced

compute extend the durability and flexibility of the platform.

We view 2026 as an inflection point. With infrastructure in place, upgrades underway, the Starwood

partnership advancing select assets toward hyperscale tenancy, and Exaion expanding our enterprise

AI capabilities, we are positioned to execute on our strategy. Together, Starwood and Exaion

represent complementary components of a unified strategy: one converts energy into contracted

hyperscale infrastructure value; the other converts energy into enterprise-grade AI services and

integration margin. Both provide us long-term demand visibility, disciplined development execution,

and a clear path to cash flow while preserving long-term optionality.

Our focus remains absolute: operational delivery, disciplined capital allocation, and directing energy to

its highest-value use. Supported by partners like Starwood that bring scale, credibility, and proven

execution, we believe MARA is distinctly positioned to deliver durable, long-term returns for our

shareholders.

Sincerely,

MARA Chairman & CEO

SHAREHOLDER LETTER Q4 2025                                                                                                                7

Fourth Quarter and Full Year 2025 Financial and

Operational Discussion

Highlights

–As of December 31, 2025, we delivered record energized

hashrate of 66.4  EH/s, increasing 25% from 53.2 EH/s as

of December 31, 2024.

–Revenues decreased 6% to $202.3 million in Q4 2025

from $214.4 million in Q4 2024. For 2025, revenues grew

38% to $907.1 million from $656.4 million in 2024.

–Our cost per kWh was $0.04 for our owned sites in 2025.

Purchased energy cost per bitcoin was $48,611 in Q4

2025, up from $31,608 in Q4 2024.

–Cost per petahash per day was $30.5 for Q4 2025, a

slight decline of 4% from Q3 2025 and improved 16% for

the full year in 2025.

–Net loss was ($1.7 billion), or ($4.52) per diluted share, in

Q4 2025 compared to net income of $528.3 million, or

$1.24 per diluted share, in Q4 2024. Net loss during the

quarter includes a ($1.5 billion) loss on fair value of digital

assets. Full year net loss was ($1.3 billion) compared to

net income of $541.0 million in 2024

–Adjusted EBITDA was ($1.5 billion) in Q4 2025, compared

to $796.0 million in Q4 2024, primarily due to a decrease

in the fair value of our bitcoin holdings. Full year adjusted

EBITDA was ($330.8 million), compared to adjusted

EBITDA of $1.2 billion in the prior year.

–Total blocks won decreased 15% in Q4 2025 to 595 from

703 in Q4 2024. For the full year, blocks won grew 21% to

2,588 from 2,132 in 2024.

–Deployed approximately 35,000 new miners with

current energy efficiency of 18.6 joules per terahash ("J/

TH") as of December 31, 2025.

–At December 31, 2025, we held 53,822 BTC (including

digital assets - receivable, net). During Q4 2025, we

mined 2,011 BTC, for a total of 8,799 mined during the

year.

–Combined unrestricted cash and cash equivalents and

BTC (including bitcoin loaned or pledged as collateral) of

$5.3 billion as of December 31, 2025.

–First quarter since 2022 with no at-the-market offering

program ("ATM") usage.

–Acquired a 42 MW operational data center in central

Nebraska, expected to lower our average mining costs at

our Nebraska campus.

–Acquired a 64% stake in Exaion to expand our AI and

HPC infrastructure capabilities.

–Activated 15,315 BTC under our digital asset

management strategy, generating approximately

$32.1 million of interest income for the year ended

December 31, 2025.

–Announced a joint venture with Starwood to develop AI

and HPC infrastructure at select power-rich sites across

our existing portfolio.

Fourth Quarter and Full Year 2025 Production Highlights

	Prior Quarter Comparison			Year-over-Year Comparison
Metric	Q4 2025	Q3 2025	% Δ	FY2025	FY2024	% Δ
Number of Blocks Won	595	633	(6%)	2,588	2,132	21%
BTC Produced	2,011	2,144	(6%)	8,799	9,430	(7%)
Average BTC Produced per Day	21.9	23.3	(6%)	24.1	25.8	(7%)
Share of Available Miners Rewards (1)	4.8%	5.0%	N/A	5.3%	4.1%	N/A
Energized Hashrate (EH/s) (2)	66.4	60.4	10%	66.4	53.2	25%

1.Defined as the total amount of block rewards including transaction fees that MARA earned during the period divided by the total amount of block rewards and transaction fees awarded by

the Bitcoin network during the period.

2.Defined as the amount of hashrate that could theoretically be generated if all miners that have been energized are currently in operation including miners that may be temporarily offline.

Hashrates are estimates based on the manufacturers’ specifications. All figures are rounded.

SHAREHOLDER LETTER Q4 2025                                                                                                                8

The financial results discussed in this letter are preliminary,

unaudited, and subject to the completion of our year-end

closing procedures and audit. Final results will be provided in

our Annual Report on Form 10-K for the year ended December

31, 2025.

REVENUE

Our revenues decreased 6% to $202.3 million from

$214.4 million in the fourth quarter of 2024. The decrease

was primarily driven by a 14% decrease in the average

price of bitcoin mined over the quarter.

For the year ended December 31, 2025, we generated

revenues of $907.1 million, compared to $656.4 million in

the prior year. The $250.7 million, or approximately 38%,

increase in revenues, was primarily driven by a 53%

increase in the average price of bitcoin mined, which

contributed $301.4 million. This was partially offset by a

$28.4 million decrease in bitcoin production and a $22.3

million decrease in other revenue, primarily reflecting

revenue from hosting services in the prior year period.

We produced an average of 21.9 BTC each day during

the fourth quarter of 2025, compared to 27.1 BTC each

day during the prior year period, which resulted in 481

less BTC mined in the fourth quarter of 2025 compared

to the prior year period. In 2025, we produced 8,799 BTC

compared to 9,430 in 2024. Furthermore, we saw a 15%

decrease in the number of blocks won in the quarter

compared to the fourth quarter of last year.

*Price of BTC as of last day of quarter

NET INCOME (LOSS)

We reported net loss of ($1.7 billion), or ($4.52) per

diluted share, in the fourth quarter of 2025, compared to

net income of $528.3 million, or $1.24 per diluted share, in

the fourth quarter of 2024.

For the full year, we recorded net loss of ($1.3 billion),

compared to net income of $541.0 million in the prior

year. The ($1.9 billion) decrease in net income (loss) was

primarily driven by a ($1.5 billion) decrease in operating

income, largely due to higher depreciation and

amortization expense, including from accelerated

depreciation of $772.8 million, unfavorable bitcoin mark-

to-market adjustments of $425.7 million, and impairment

of goodwill of $82.8 million.

The price of BTC declined from September 30, 2025 to

December 31, 2025, resulting in net income (loss) being

SHAREHOLDER LETTER Q4 2025                                                                                                                9

negatively impacted by a change in fair value of digital

assets (including digital assets - receivable, net) of ($1.5

billion) during the fourth quarter of 2025.

PURCHASED ENERGY COSTS

We define purchased energy costs as the amount paid

to power providers for power consumed related to our

owned Bitcoin mining operations. Our purchased energy

costs in the fourth quarter of 2025 were $50.8 million,

compared to $39.0 million in the prior year period. For

the year ended December 31, 2025, our purchased

energy costs were $179.0 million, compared to $98.2

million in the prior year. The increases were primarily

driven by the expansion of our owned mining sites and a

25% increase in our total hashrate to 66.4 EH/s.

Our cost per kWh was $0.04 for our owned sites in 2025.

Purchased energy cost per bitcoin for our owned and

operated sites was $48,611 in Q4 2025, compared to

$31,608 in Q4 2024. The increase was primarily due to

higher global network difficulty, which outpaced our

hashrate growth and reduced bitcoin mined per unit of

energy. The increase in power costs was largely driven

by seasonal factors and adverse weather events.

OPERATING AND MAINTENANCE COSTS

Operating and maintenance costs during the fourth

quarter of 2025 totaled $27.5 million compared to $23.1

million in the prior year period, an increase of $4.5 million.

Operating and maintenance costs during 2025 totaled

$96.0 million, compared to $63.8 million in 2024, an

increase of $32.2 million. The increase was primarily due

to higher shipping and warehouse fees and increased

labor costs from our mining operations.

THIRD-PARTY HOSTING AND OTHER

ENERGY COSTS

Third-party hosting and other energy costs consist of co-

location services related to third-party hosted sites and

energy expenses related to mining digital assets other

than bitcoin. Third-party hosting and other energy costs

in the fourth quarter of 2025 were $79.4 million,

compared to $70.0 million in the prior year period, an

increase of $9.4 million. For the full year, third-party

hosting and other energy costs were $292.2 million

compared to $257.3 million in 2024, an increase of $35.0

million. These increases were primarily driven by an

opportunistic deployment of more mining rigs at certain

hosted sites.

COST PER PETAHASH

Our cost per petahash per day improved 4% from $31.7 in

the fourth quarter of 2024 to $30.5 per petahash per day

SHAREHOLDER LETTER Q4 2025                                                                                                                10

in the fourth quarter of 2025. Over the past 11 quarters,

our cost per petahash has improved by 36%.

-4%

GENERAL AND ADMINISTRATIVE

In the fourth quarter of 2025, general and administrative

("G&A") expenses, excluding stock-based compensation,

were $56.6 million, compared to $18.8 million in the prior

year period. For the full year, G&A expenses, excluding

stock-based compensation, were $181.3 million,

compared to $96.3 million in 2024. The increase reflects

the scaling of our operations, higher personnel costs

associated with headcount growth, and administrative

*including BTC loaned, actively managed or pledged as collateral

fees in support of our expanded global footprint.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization in the fourth quarter of

2025 was $285.8 million, a $147.6 million increase

compared to the prior year period. Depreciation and

amortization for the year ended December 31, 2025

totaled $772.8 million, compared to $429.2 million in

2024. The $343.6 million, or approximately 80%, increase

was primarily due to the deployment of additional mining

rigs and an overall expansion in the scale of our business.

The increase also reflects $110.5 million of accelerated

depreciation of certain mining rigs.

ADJUSTED EBITDA

Adjusted EBITDA in the fourth quarter of 2025 was ($1.5

billion), compared to $796.0 million in the prior year

period. Adjusted EBITDA was ($330.8 million) for the

year ended December 31, 2025, compared to $1.2 billion

*including BTC loaned, actively managed and pledged as collateral

in the prior year. While fourth quarter 2025 revenue

declined modestly compared to the prior year period, the

decrease in bitcoin price led to a significant negative

change in the fair value of digital assets, compounded by

higher purchased energy costs, for both the fourth

quarter and the full year.

BALANCE SHEET

At year end, we held 53,822 bitcoin, including 15,315

bitcoin loaned or pledged as collateral. During Q4 2025,

we mined 2,011 BTC. As of December 31, 2025, our BTC

holdings were valued at approximately $4.7 billion based

on a spot price of $87,498 per bitcoin.

Unrestricted cash and cash equivalents totaled $547.1

million as of December 31, 2025, up from $391.8 million in

the prior year. Combined, our balance of cash and BTC

(including bitcoin loaned or pledged as collateral) was

approximately $5.3 billion at year end.

SHAREHOLDER LETTER Q4 2025                                                                                                                11

DIGITAL ASSET MANAGEMENT

As of December 31, 2025, we held a total of 53,822

bitcoin, including 15,315 bitcoin that were loaned or

pledged as collateral. As such, approximately 28% of our

total holdings were activated through our digital asset

management strategy. Under our lending arrangements,

a total of 9,377 bitcoin were loaned to counterparties,

generating approximately $32.1 million of interest income

during the year.

MARA's BTC Holdings
As of December 31, 2025	Quantity
Bitcoin, unrestricted	38,507
Bitcoin - Receivable
Bitcoin - Loaned	9,377
Bitcoin - Pledged as Collateral	5,938
	15,315
Total	53,822

In the second quarter, we entered into a separately

managed account ("SMA") agreement with an external

registered investment advisor. For the year ended

December 31, 2025, the SMA incurred a net loss of

approximately $22.1 million. In December 2025, we

terminated the agreement and withdrew the remaining

bitcoin from the SMA.

Historically, we held the bitcoin we produced as a long-

term investment. In the second half of 2025, we began

selling bitcoin to fund operations. In 2026, we expect to

continue to monetize bitcoin opportunistically to

enhance our financial flexibility, including to provide

liquidity or to fund capital projects and other initiatives

that we believe enhance long-term shareholder value,

subject to market conditions and our capital allocation

priorities.

CAPITAL SOURCES

In response to the more volatile pricing environment, we

elected to suspend use of our ATM in the fourth quarter

and instead funded operations through the sale of a

portion of our mined bitcoin. Notably, this marked the

first quarter since 2022 that we did not utilize our ATM.

In 2025, we raised $568.6 million from ATM sales, which

we primarily used for miner purchases, operating costs,

acquisition of infrastructure, and for other general

corporate purposes. As of December 31, 2025, we held

$5.3 billion in liquid assets.

MARA Chief Financial Officer

SHAREHOLDER LETTER Q4 2025                                                                                                                12

Earnings Webcast

and Conference Call

MARA will hold a webcast and conference call today,

February 26, 2026, at 5:00 p.m. Eastern Time (2:00 p.m.

Pacific Time) to discuss its financial results for the

quarter and fiscal year ended December 31, 2025.

To register to participate in the conference call or to

listen to the live audio webcast, please use this link. The

webcast will also be broadcast live and available for

replay via the investor relations section of our website.

Earnings Webcast and Conference Call Details

Date: Thursday, February 26, 2026

Time: 5:00 p.m. Eastern Time (2:00 p.m. Pacific

Time)

Registration link: LINK

If you have any difficulty connecting with the conference

call, please contact MARA's investor relations team at

ir@mara.com

About MARA

MARA (NASDAQ: MARA) is an energy and digital

infrastructure company that 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.

For more information, visit www.mara.com, or follow us

on:

X	@MARA
LinkedIn	MARAHoldings
Facebook	MARAHoldings
Instagram	@MARAHoldingsInc

MARA Company Contacts:

Telephone: 1.800.804.1690

Email: ir@mara.com

MARA Media Contact:

Email: mara-jf@joelefrank.com

SHAREHOLDER LETTER Q4 2025                                                                                                                13

MARA Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

		Three Months Ended December 31,				Year Ended December 31,
(in thousands, except share and per share data)		2025		2024		2025		2024
Revenues		$ 202,314		$ 214,394		$ 907,093		$ 656,378
Costs and operating expenses (income)
Purchased energy costs		50,750		38,971		179,041		98,160
Operating and maintenance costs		27,518		23,054		95,984		63,828
Third-party hosting and other energy costs		79,367		69,996		292,243		257,276
General and administrative		85,832		72,822		349,941		253,964
Depreciation and amortization		285,818		138,216		772,768		429,185
Change in fair value of digital assets		990,732		(442,918)		304,627		(813,814)
Change in fair value of derivative instrument		2,345		(33,192)		(40,372)		2,043
Impairment of goodwill and other assets		82,777		—		109,030		—
Taxes other than on income		1,282		2,313		9,168		8,335
Early termination expenses		—		—		5,000		38,061
Research and development		3,557		4,105		30,117		13,229
Restructuring costs		2,891		—		23,796		—
Total costs and operating expenses (income)		1,612,869		(126,633)		2,131,343		350,267
Operating income (loss)		(1,410,555)		341,027		(1,224,250)		306,111
Other income (loss)
Change in fair value of digital assets - receivable, net		(460,381)		299,796		(121,042)		299,796
Interest income		16,540		7,936		55,855		16,711
Interest expense		(12,845)		(8,029)		(48,381)		(12,996)
Equity in net earnings of unconsolidated affiliate		(2,073)		(680)		(4,699)		(1,505)
Other		(23,860)		(6,626)		(26,780)		(4,735)
Total other income (loss)		(482,619)		305,518		(144,018)		310,392
Income (loss) before income taxes		(1,893,174)		646,545		(1,368,268)		616,503
Income tax benefit (expense)		183,386		(118,262)		56,376		(75,495)
Net income (loss)		$ (1,709,788)		$ 528,283		$ (1,311,892)		$ 541,008
Less: net loss attributable to noncontrolling interest		144		245		412		245
Net income (loss) attributable to common stockholders		$ (1,709,644)		$ 528,528		$ (1,311,480)		$ 541,253
Net income (loss) per share of common stock - basic		$ (4.52)		$ 1.36		$ (3.69)		$ 1.87
Weighted average shares of common stock - basic		378,607,810		388,689,395		355,167,578		289,961,989
Net income (loss) per share of common stock - diluted		$ (4.52)		$ 1.24		$ (3.69)		$ 1.72
Weighted average shares of common stock - diluted		378,607,810		419,880,332		355,167,578		311,841,347

SHAREHOLDER LETTER Q4 2025                                                                                                                14

		Three Months Ended December 31,				Year Ended December 31,
(in thousands, except share and per share data)		2025		2024		2025		2024
Reconciliation to Adjusted EBITDA:
Net income (loss) attributable to common stockholders		$ (1,709,644)		$ 528,528		$ (1,311,480)		$ 541,253
Interest expense (income), net		(3,695)		93		(7,474)		(3,715)
Income tax expense (benefit)		(183,386)		118,262		(56,376)		75,495
Depreciation and amortization		289,960		141,355		786,397		441,554
EBITDA		(1,606,765)		788,238		(588,933)		1,054,587
Stock-based compensation expense		30,058		54,057		172,295		157,642
Change in fair value of derivative instrument		2,345		(33,192)		(40,372)		2,043
Impairment of goodwill and other assets		82,777		—		109,030		—
Restructuring costs		2,891		—		23,796		—
Acquisition and integration costs		530		—		2,005		—
Net gain from extinguishment of debt		—		(13,121)		(1,029)		(13,121)
Net gain on investments		(187)		—		(12,616)		(4,236)
Early termination expenses		—		—		5,000		38,061
Adjusted EBITDA (1)		$ (1,488,351)		$ 795,982		$ (330,824)		$ 1,234,976

		Three Months Ended
(in thousands, except return on capital employed)		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
Reconciliation of last twelve month ("LTM") net income to LTM Adjusted EBITDA (2):
Net income (loss) attributable to common stockholders		$ (1,311,480)		$ 926,692		$ 678,775		$ (329,119)		$ 541,253
Interest income, net		(7,474)		(3,686)		(309)		(4,452)		(3,715)
Income tax expense (benefit)		(56,376)		245,272		158,433		(81,728)		75,495
Depreciation and amortization		786,397		637,792		572,238		518,371		441,554
EBITDA		(588,933)		1,806,070		1,409,137		103,072		1,054,587
Stock-based compensation expense		172,295		196,294		181,168		154,844		157,642
Change in fair value of derivative instrument		(40,372)		(75,909)		(22,097)		(40,037)		2,043
Impairment of goodwill and other assets		109,030		26,253		26,253		—		—
Restructuring costs		23,796		20,905		—		—		—
Acquisition and integration costs		2,005		1,475		—		—		—
Net gain on investments		(12,616)		(12,429)		(11,429)		(11,429)		(4,236)
Net gain from extinguishment of debt		(1,029)		(14,150)		(13,121)		(13,121)		(13,121)
Early termination expenses		5,000		5,000		10,304		15,964		38,061
Adjusted EBITDA		$ (330,824)		$ 1,953,509		$ 1,580,215		$ 209,293		$ 1,234,976
LTM total assets		$ 7,651,541		$ 7,530,146		$ 6,136,839		$ 4,985,767		$ 4,113,902
Less: LTM total current liabilities		447,659		340,990		241,094		155,642		81,332
Average capital employed		$ 7,203,882		$ 7,189,156		$ 5,895,745		$ 4,830,125		$ 4,032,570
Return on capital employed (1)		(5)%		27 %		27 %		4 %		31 %

SHAREHOLDER LETTER Q4 2025                                                                                                                15

(1) Non-GAAP Financial Measures. 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 Consolidated Financial Statements that have been

prepared in accordance with generally accepted accounting principles

in the United States ("GAAP") with the non-GAAP financial measures of

Adjusted EBITDA and Return on Capital Employed .

The Company defines Adjusted EBITDA as GAAP net income (loss)

attributable to common stockholders plus adjustments to add back the

impacts of (1) interest, (2) income taxes, (3) depreciation and

amortization and (4) adjustments for non-cash and/or non-recurring

items, which currently include (i) stock-based compensation expense,

(ii) change in fair value of derivative instrument, (iii) impairment of

goodwill and other assets, (iv) restructuring costs, (v) acquisition and

integration costs, (vi) net gain from extinguishment of debt, (vii) net

gain (loss) on investments and (viii) early termination expenses. The

Company defines Return on Capital Employed as (a) the average

Adjusted EBITDA for the trailing four quarters divided by (b) average

capital employed, calculated by averaging the trailing four quarters of

total assets less current liabilities.

Management uses Adjusted EBITDA and Return on Capital Employed,

together with the supplemental information provided herein, to

understand, manage and evaluate business performance and to inform

operating decision-making. The Company relies primarily on its

Consolidated Financial Statements to evaluate financial performance

and uses non-GAAP financial measures only supplementally.

We believe that Adjusted EBITDA and Return on Capital Employed 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 our core operations or may not be indicative of our recurring

operations. These items may vary significantly over time and across

companies within our industry independent of core operating

performance. We believe that excluding these items allows for more

meaningful period-over-period comparisons and improved

comparability relative to other companies.

Adjusted EBITDA and Return on Capital Employed are not recognized

financial measures under GAAP. Investors should consider these

measures in addition to, but not as a substitute for, the most directly

comparable financial results calculated and presented in accordance

with GAAP. Because our calculation of these non-GAAP financial

measures may differ from that of other companies, our presentation of

these measures may not be comparable to similarly titled measures of

other companies.

(2) Last twelve months ("LTM") net income and Adjusted EBITDA

represent the sum of the respective financial measures for the quarters

ended December 31, 2025, September 30, 2025, June 30, 2025, March

31, 2025 and December 31, 2024.

SHAREHOLDER LETTER Q4 2025                                                                                                                16

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" below.

Forward-Looking Statements

This shareholder letter contains forward-looking statements within the meaning of the federal securities laws. All

statements, other than statements of historical fact, included in this shareholder letter 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 relating to our strategic joint venture with Starwood, including the structure, timing and expected benefits of

the partnership; plans to develop, finance and operate digital infrastructure projects; our ability to fund, scale and allocate

capital to joint venture projects; expected demand from enterprise, hyperscale and AI customers; expansion into artificial

intelligence, inference and high-performance compute; anticipated benefits of our investment in Exaion; and potential

domestic and international expansion opportunities. 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

our actual results to differ materially from those expressed or implied in our forward-looking statements. Subsequent

events and developments, including actual results or changes in our assumptions, may cause our views to change. We do

not undertake to update our forward-looking statements except to the extent required by applicable law. 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. Our actual results and outcomes could differ

materially from those included in these forward-looking statements as a result of various factors, including, but not limited

to, the factors set forth 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 SEC. 

Exhibit 99.2

MARA Announces Fourth Quarter and Fiscal Year 2025 Results

Miami, FL – February 26, 2026 – MARA Holdings, Inc. (NASDAQ: MARA) ("MARA" or the "Company"), a leading energy and digital infrastructure company, today announced its preliminary, unaudited fourth quarter and fiscal year 2025 financial results in a letter to shareholders.

Investors are invited to access the fourth quarter 2025 shareholder letter at MARA’s website at ir.mara.com. A copy of the letter will also be furnished to the Securities and Exchange Commission on a Form 8-K.

MARA will hold a webcast and conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss these financial results. To register to participate in the conference call, please use the link below.

Earnings Webcast and Conference Call Details

Date: Thursday, February 26, 2026

Time: 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time)

Registration link: LINK

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

About MARA

MARA (NASDAQ: MARA) is an energy and digital infrastructure company that 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.

For more information, visit www.mara.com, or follow us on:

X: @MARA

LinkedIn: www.linkedin.com/company/MARAHoldings

Facebook: www.facebook.com/MARAHoldings

Instagram: @MARAHoldingsInc

MARA Company Contact:

Telephone: 800-804-1690

Email: ir@mara.com

MARA Media Contact:

Email: mara-jf@joelefrank.com

FAQ

How did MARA Holdings (MARA) perform financially in Q4 2025?

MARA reported Q4 2025 revenue of $202.3 million, down 6% from $214.4 million a year earlier, and a net loss of $1.7 billion versus prior net income of $528.3 million. The loss mainly reflected large negative fair‑value adjustments on digital assets and higher depreciation.

What were MARA Holdings’ full-year 2025 results compared with 2024?

For 2025, MARA generated $907.1 million in revenue, up 38% from $656.4 million in 2024, but swung to a net loss of $1.3 billion versus net income of $541.0 million in 2024. Adjusted EBITDA also reversed to a loss of $330.8 million from positive $1.23 billion.

How large are MARA Holdings’ bitcoin holdings and cash position?

As of December 31, 2025, MARA held 53,822 bitcoin valued at about $4.7 billion based on a spot price of $87,498, including 15,315 bitcoin loaned or pledged as collateral. Unrestricted cash and cash equivalents were $547.1 million, giving roughly $5.3 billion in combined liquid assets.

What strategic initiatives is MARA Holdings pursuing in AI and high-performance computing?

MARA announced a joint venture with Starwood Digital Ventures to develop over 1 gigawatt of initial AI and hyperscale data center capacity at power‑rich sites. It also acquired a 64% stake in Exaion, expanding into enterprise and sovereign AI/HPC services, and bought a 42 MW Nebraska data center.

How did MARA Holdings’ mining operations change in 2025?

Energized hashrate increased 25% to 66.4 EH/s by year‑end 2025, while total blocks won grew 21% to 2,588. The company mined 8,799 bitcoin in 2025, down from 9,430 in 2024, but improved cost per petahash per day by 16% for the full year due to efficiency gains.

What drove the large net loss and negative Adjusted EBITDA for MARA in 2025?

The swing to losses was driven by a $1.5 billion negative change in digital asset fair value in Q4, higher depreciation and amortization totaling $772.8 million for the year, goodwill impairment of $82.8 million, and increased energy, hosting, and administrative expenses alongside network difficulty.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 664.7 KB
• EX-99.2 EX-99.2 8.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB