MARA (NASDAQ: MARA) partners with Starwood on 1 GW+ AI-ready data centers
Rhea-AI Filing Summary
MARA Holdings entered a strategic agreement with Starwood Capital Group to jointly develop, lease and market MARA’s U.S. bitcoin mining data center sites into hyperscale, enterprise and AI-capable digital infrastructure. Starwood will handle pre-development work such as due diligence, permits, power and tenant sourcing, initially at MARA’s cost within agreed caps.
When triggers like an executable lease with a qualifying hyperscaler are met, each party can choose to proceed and contribute the site to a new joint venture where MARA will hold a 10%–50% interest and Starwood will manage day-to-day operations. If Starwood proceeds but MARA does not after a qualifying lease is secured, MARA must sell its powered land rights to Starwood.
MARA retains either rent-free bitcoin mining rights and ownership of mining equipment at each site or receives compensation to relocate. A related press release states the platform is expected to deliver approximately 1 gigawatt of near-term IT capacity, with a pathway to more than 2.5 gigawatts, supporting MARA’s push into high-performance computing while leveraging Starwood’s data center development expertise.
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Insights
MARA uses a joint-venture model with Starwood to pivot its power-rich mining sites into large-scale AI and hyperscale data centers.
MARA is formalizing a partnership with Starwood that repositions its U.S. bitcoin mining campuses as dual-purpose assets for both mining and high-performance compute. The agreement allows each site to become a joint venture once milestones like an executable hyperscaler lease are reached, with MARA choosing a 10%–50% ownership stake and Starwood managing development.
The press release frames the platform as delivering about
Capital intensity and control are key considerations. Starwood can issue capital calls and, after a lock-out period, either party can force an asset sale subject to rights of first offer. This structure provides external capital and execution capability but also reduces MARA’s sole control over key sites. Actual outcomes will depend on securing qualifying hyperscale tenants and progressing projects under the specified timelines in the agreement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
On February 26, 2026, MARA USA Corporation (the “Company”), a wholly owned subsidiary of MARA Holdings, Inc. (“MARA”), entered into a Strategic Agreement (the “Strategic Agreement”) with Starwood Capital Group Global III, L.P. (“Starwood”) pursuant to which the Company and Starwood have agreed to, amongst other things, develop, lease and market a specified list of the Company’s existing bitcoin mining data centers (i.e., all of its United States properties other than those held in existing third-party joint ventures). Starwood is required to perform pre-development services with respect to the properties, including due diligence, obtaining governmental permits and approvals and securing power arrangements and procuring a hyperscaler tenant. Those services will be performed at the Company’s cost, subject to certain caps and subject to Starwood’s right to continue pre-development activities at its own expense if the caps are reached.
Once one or more specified triggers have been achieved (e.g., the procurement of an executable lease with a hyperscaler tenant that satisfies certain criteria), each of the Company and Starwood will have the right to decide whether to proceed with the development of a data center at the property. The decision is also required to be made 24 months after closing (subject to extension by 12 months if Starwood is in active bona fide negotiations with at least one hyperscaler tenant), even if no specified trigger has been achieved. Starwood may also send a notice to the Company at any time if it determines that it is not commercially feasible to develop a data center at the property.
If both the Company and Starwood decide to proceed with a given property, the property will be contributed to a newly-formed joint venture (each, a “Joint Venture”) between the Company and Starwood. The Company will elect to have a percentage interest between 10% and 50% in each Joint Venture. Starwood will be the managing member of each Joint Venture and will manage the day-to-day operations of the development, subject to the Company having approval rights over certain major decisions (with the list of such decisions to vary depending on what percentage interest the Company elects). Starwood will have the right to make capital calls to fund certain costs and expenses relating to the development and operation of each data center.
If Starwood elects to proceed but the Company does not after Starwood has procured an executable lease with a hyperscaler tenant that satisfies certain criteria, the Company will be required to sell its rights to the powered land at the asset to Starwood.
Regardless of whether a property is contributed to a Joint Venture or sold to Starwood, the Company will either (1) continue to have its existing bitcoin mining rights at the property pursuant to a rent-free lease and will continue to own the bitcoin miners and other personal property infrastructure located at the property or (2) be compensated to relocate from such property.
For each Joint Venture, after a specified lock-out period, Starwood will have the right to force the sale of the applicable property, subject to a right of first offer in favor of the Company. The Company will also have the right to force a sale after the specified lock-out period, subject to a right of first offer in favor of Starwood.
The foregoing description of the Strategic Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On February 26, 2026, the Company issued a joint press release with Starwood announcing its entry into the Strategic Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it 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 filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (including within the exhibits) contains 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 MARA and Starwood’s planned joint development of digital infrastructure projects; 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 anticipated benefits of the proposed transaction to MARA, including MARA’s expansion into high-performance computing; and MARA and Starwood’s ability to advance and execute their joint digital energy infrastructure strategy. 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 other factors discussed in the “Risk Factors” section of MARA’s 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 Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description | ||
| 10.1 | Strategic Agreement, dated February 26, 2026, by and among the Company and Starwood.* | ||
| 99.1 | Joint Press Release, dated February 26, 2026. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its 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: February 26, 2026 | MARA HOLDINGS, INC. | ||
| By: | /s/ Zabi Nowaid | ||
| Name: | Zabi Nowaid | ||
| Title: | General Counsel and Corporate Secretary | ||
EXHIBIT 99.1
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MARA Announces Strategic Partnership with Starwood to Accelerate Delivery of Cutting Edge Hyperscale, Enterprise and AI Capable Digital Infrastructure
Joint Platform Expected to Deliver Approximately 1 GW of Near-Term IT Capacity, with Pathway to More than 2.5 GW
Miami,
FL, February 26, 2026 – MARA Holdings, Inc. (NASDAQ: MARA), a leading energy
and compute infrastructure company, today announced it has entered into a strategic agreement with Starwood Capital Group (“Starwood”)
and their dedicated data center development platform Starwood Digital Ventures (“SDV”). The partnership will enable the conversion
and expansion of select MARA sites into next generation digital infrastructure capable of meeting the growing demand from enterprise,
hyperscale and AI customers.
Together, MARA and Starwood will jointly develop, finance, and operate digital infrastructure projects across MARA’s existing, power-rich portfolio. SDV will lead design, development, tenant sourcing, construction and facility operations with Starwood, a leading global investment firm, providing investment expertise to support enhanced project-level economics. MARA will contribute dedicated, energy-advanced data center sites. Together, the companies expect to deliver approximately 1 gigawatt of near-term IT capacity with a pathway to more than 2.5 gigawatts. By combining MARA’s energy-backed infrastructure and operating discipline with SDV’s proven track record, we believe the companies will bring leading digital infrastructure to market faster and with greater certainty than traditional development models.
“MARA’s power rich sites give customers what they need most: predictable access to energy at scale,” said Fred Thiel, MARA’s Chairman and CEO. “Our partnership with Starwood will allow us to turn that power certainty into capacity certainty, so customers can run diverse workloads close to their data and users. This joint venture structure also gives us a more capital-efficient way to accelerate the buildout of digital infrastructure across our portfolio. Together, this partnership will accelerate our expansion into high-performance computing and advance our strategy to build an integrated, energy-backed digital infrastructure platform.”
“We are excited to partner with MARA and leverage the skill and industry expertise of our Starwood Digital Ventures platform to create significant value together,” said Barry Sternlicht, Chairman and CEO of Starwood Capital. “Data centers are the infrastructure responsible for driving the modern economy, and our partnership with MARA expands our opportunities to continue investing in this sector.”
“Under this partnership, SDV will leverage the strong execution capabilities and decades of experience across its team to deliver the scale and performance modern customers demand with an emphasis on community-conscious infrastructure,” said Anthony Balestrieri, Managing Director and Chief Executive Officer for Starwood Digital Ventures. “MARA’s operating sites and energy expertise help advance SDV’s operating philosophy in new and growing markets.”
The
Intersection of Energy and Compute
MARA’s sites operate at the intersection of energy and compute, and SDV’s development engine adds the strong execution and operating capabilities that will be required to convert and expand these sites into scalable and sustainable digital infrastructure.
The companies will prioritize sites with access to low-cost energy, strong interconnection positions, and clear pathways to scale. These campuses will be designed to operate both Bitcoin mining and AI compute, giving MARA the ability to toggle workloads in response to market pricing and customer demand. This flexibility will create a clear upside for both partners, preserve economics across cycles, and provide a foundation for long term growth.
MARA Conference Call and Fourth Quarter and Fiscal Year 2025 Results
MARA has separately announced financial results for the fourth quarter and fiscal year ended December 31, 2025. The Company will hold a webcast and conference call at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss financial results.
To register to participate in the conference call, please use the link below.
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.
Advisors
JLL and Paul, Weiss, Rifkind, Wharton and Garrison LLP are serving as MARA's strategic and legal advisors in the transaction, respectively.
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.
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
About Starwood Capital Group
Starwood Capital Group (“Starwood”) is a leading global investment firm with more than $125 billion of assets under management. Starwood focuses on investing in real assets around the globe and has invested in virtually every category of real estate totaling more than $260 billion of assets over its more than 30-year history.
Starwood has assembled one of the largest global, privately held data center development portfolios with its platforms Starwood Digital Ventures, Echelon Data Centers, its investment in ESR in Asia and joint ventures with major electric and telecom utilities including Iberdrola, S.A. in Spain and Telstra Group in Australia. Starwood is also a leading provider of credit to digital infrastructure projects through its listed mortgage REIT, Starwood Property Trust, its credit fund series and its infrastructure lending platform, Starwood Infrastructure Finance (“SIF”), which focuses on the power and energy sectors. Internationally, major development projects are currently in process in the UK, Ireland, Spain, Italy, Australia, and Japan.
About Starwood Digital Ventures
Starwood Digital Ventures (“SDV”) is Starwood Capital Group’s specialized, in-house platform for digital infrastructure investment, focusing on the development and management of data centers and digital assets. SDV’s 94-person team with data center expertise across more than 10 GW leverages decades of proven development experience and the latest technology to ensure its facilities are built and operate to the highest standards.
MARA Investor Notice
Investing in MARA 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 MARA’s most recent Annual Report on Form 10-K and any other periodic reports that MARA may file with the Securities and Exchange Commission (the “SEC”). If any of these risks were to occur, MARA’s business, financial condition or results of operations would likely suffer. In that event, the value of MARA securities could decline, and you could lose part or all of your investment. The risks and uncertainties described herein and in MARA’s SEC filings are not the only ones facing MARA. Additional risks not presently known to MARA or that MARA currently deems immaterial may also impair MARA’s business operations. In addition, MARA’s 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 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 MARA and SDV’s planned joint development of digital infrastructure projects; 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 anticipated benefits of the proposed transaction to MARA, including MARA’s expansion into high-performance computing; and MARA and SDV’s ability to advance and execute their joint digital energy infrastructure strategy. 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 other factors discussed in the “Risk Factors” section of MARA’s most recent Annual Report on Form 10-K filed with the U.S. 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.
Contacts
MARA Contacts:
MARA Investor Relations: ir@mara.com
MARA Media: mara-jf@joelefrank.com
Starwood Digital Ventures Contacts:
Dana Gorman / Mallory Griffin
H/Advisors Abernathy
dana.gorman@h-advisors.global / mallory.griffin@h-advisors.global
212.371.5999
FAQ
What is the new MARA (MARA) strategic agreement with Starwood Capital?
How much IT capacity do MARA and Starwood expect from this partnership?
How will the MARA–Starwood joint ventures at the data center sites work?
What happens to MARA’s Bitcoin mining operations under this Starwood partnership?
Can MARA be required to sell its powered land rights to Starwood?
What exit or liquidity options exist for MARA and Starwood in these joint ventures?
Filing Exhibits & Attachments
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