マラHDの適時開示・決算・その他

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): August 6, 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 August 6, 2026, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended June 30, 2026. The Company also issued a press release announcing its earnings webcast and conference call to be held on August 6, 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 August, 6, 2026

99.2			Press Release dated August 6, 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: August 6, 2026	By:	/s/ Zabi Nowaid
		Zabi Nowaid
		General Counsel and Corporate Secretary

EX-99.1 2 q226shareholderletter.htm EX-99.1 Q2'26 Shareholder Letter


Contents
To Our Shareholders	3
Financial and Operational Discussion	10
Earnings Webcast and Conference Call	15
Statements of Operations	16
Investor Notice	19
Forward-Looking Statements	19

Key Highlights

Revenues decreased

27% to $174.9 million

IN Q2 2026

from $238.5 million in Q2 2025.

Net income (loss)

decreased to

($611.3 million)

IN Q2 2026

from $808.2 million in Q2 2025.

Adjusted EBITDA

decreased to

($360.9 million)

IN Q2 2026

compared to $1.2 billion in Q2 2025.

Cost/petahash per

day decreased by 4%

IN Q2 2026

from Q2 2025.

Energized hashrate

("EH/s") increased 22%

TO 70.3 EH/S IN Q2 2026

from 57.4 EH/s in Q2 2025.

Bitcoin holdings

decreased 29%

TO 35,577 BTC (C. $2.1B)

Including 9,270 BTC loaned or

pledged as collateral as of June 30, 2026.

Total blocks won

increased 1% to 700

IN Q2 2026

from 694 in Q2 2025.

Purchased energy cost per

BTC was $38,690

IN Q2 2026

for our owned sites.

Cost per kWh: $0.04

FOR Q2 2026.

Mined 2,422 BTC

IN Q2 2026.

No BTC was purchased in Q2 2026

SHAREHOLDER LETTER Q2 2026 3

To Our Shareholders

Artificial intelligence is no longer constrained by capital

alone. It is constrained by power. That simple reality is

reshaping the economics of digital infrastructure.

Capital is abundant. Power-ready sites are scarce. The

challenge is no longer attracting investment, it is

securing energized, permitted power and transforming it

into compute. We believe that the companies that

control power, not simply capital, will define the next

generation of compute.

This is the business MARA is building.

"These AI data centers

are going to require

more power than

anything we could ever

have imagined . . . We

don't have enough

power in the G7."

- Larry Fink, CEO BlackRock

We are an owner, developer, and operator of digital infrastructure, vertically integrated across power,

land, and compute. We do not sell electrons. We convert them into higher-value compute or make

that infrastructure available to customers. What separates MARA from peers is that we already have

what most are still trying to secure: active utility-scale power, a decade of operating experience

at scale, and disciplined capital allocation.

Our evolution into AI infrastructure is not a departure from our past. It is the natural progression of

what we have built.

For nearly a decade, we have developed and operated one of the world's largest Bitcoin mining

platforms with 19 data centers across four continents. That experience has enabled us to assemble

strategic power and land assets, develop expertise in large-scale distributed computing, build

relationships across the energy and infrastructure ecosystem, and establish the disciplined capital

allocation framework that guides our business today.

SHAREHOLDER LETTER Q2 2026 4

Those capabilities are increasingly valuable in the AI sector where access to power is the defining

constraint on AI deployments.

The second quarter marked another important step in our evolution. We continued to advance the

Long Ridge transaction and are currently awaiting FERC approval. Subsequent to quarter-end, we

secured the rights to a 2 GW powered land site in Matagorda County, Texas — an acquisition that,

upon ERCOT and interconnect approvals, would more than double our powered land portfolio.

Together, these actions are expected to expand our power portfolio up to 4.8 GW, establishing one of

the largest powered land portfolios in the industry. We believe this platform positions us to create

significant long-term shareholder value.

Source: Public Company reports.

1.Site power capacity of up to 2,000 MW secured via a definitive agreement; subject to FERC and interconnect approval.

2.Includes MARA’s existing capacity at Hannibal and expanded grid and onsite generation capacity (active permits for both).

As our strategy has evolved, our focus has become clearer.

MARA operates an integrated digital infrastructure platform built around power, land, and compute.

Digital Infrastructure is our primary growth focus. Exaion and our technology initiatives provide

targeted capabilities that can help us serve specialized customer needs, improve infrastructure

utilization, and extend the value of our core assets.

We manage these capabilities as part of one integrated platform and allocate capital across them

based on expected returns, customer demand, execution risk, and their contribution to long-term

shareholder value.

Digital Infrastructure

Demand for AI infrastructure continues to accelerate, but the supply of power-ready sites is not

keeping pace.

SHAREHOLDER LETTER Q2 2026 5

The four largest hyperscalers alone are expected to invest approximately $725 billion in AI

infrastructure during 2026, with annual capital expenditures projected to exceed $1 trillion by 2027. At

the same time, U.S. data center electricity demand is expected to increase from approximately 31

gigawatts in 2025 to 41 gigawatts in 2026 before reaching 66 gigawatts in 2027, while new power

generation and transmission continue to lag demand. The result is a growing premium on existing

energized infrastructure. (Goldman Sachs Commodities Research, May 2026)

Against that backdrop, our objective is straightforward: own scarce powered assets and maximize

their long-term value.

Our recent agreement to acquire rights to a strategically located powered site in Matagorda County,

Texas, is expected to add approximately two gigawatts in one of the country's most attractive

markets, subject to ERCOT and interconnect approvals. Just as importantly, we expect it will provide

sufficient wholly owned capacity to complete our transition away from hosted mining as existing

agreements expire, increasing operational control, improving unit economics, and giving us greater

flexibility in how we allocate capital.

The pending acquisition of Long Ridge is equally important. We believe this transaction will transform

our existing Hannibal campus by adding adjacent land while immediately contributing positive

EBITDA upon closing. With more than 70% of its power output contracted under long-term

agreements, we expect Long Ridge will enhance our earnings profile while significantly expanding our

AI infrastructure opportunity.

Together, these acquisitions reflect the investment philosophy that guides our infrastructure strategy.

We seek to acquire scarce powered assets, enhance their strategic value, develop high-quality digital

infrastructure, and secure long-term customers. As our mining sites convert into AI/HPC campuses,

we expect they will become durable cash-flow generators that can remain in our portfolio or be

monetized, allowing us to recycle capital into future opportunities. This approach resembles

institutional infrastructure investing more than traditional data center development.

SHAREHOLDER LETTER Q2 2026 6

We measure success not simply by the number of megawatts we develop, but by the long-term value

we create from every megawatt we own.

Speed. Certainty. Reliability.

These principles define how we invest, how we build, and how we aim to serve customers.

Speed, because customers cannot wait years for power to become available. Our portfolio of

energized sites allows us to deliver earlier in-service dates than many competing developments that

are still beginning the power procurement and interconnection process, giving prospective customers

access to capacity sooner.

Certainty, because digital infrastructure must be delivered on time, on budget, to specification, and

with disciplined capital allocation. Our development strategy, relationships with utilities and

equipment providers, and partnership with Starwood will provide customers with confidence that

projects will be executed efficiently while allowing us to scale with proportional capital support from

Starwood.

Reliability, because mission-critical AI infrastructure requires trusted partners with proven operational

expertise. MARA has spent years designing, owning, and operating large-scale compute

infrastructure, while Starwood contributes engineering, procurement, construction, and development

capabilities backed by more than seven gigawatts of delivered infrastructure for many of the world’s

leading hyperscalers and frontier AI companies. Together, we offer prospective customers a

combination of operational experience and development expertise that few competitors can match.

Commercial momentum across the portfolio continues to build. Our objective is to build a diversified

customer base across hyperscalers, AI-native cloud providers, silicon vendors, and enterprise

customers — balancing credit quality, returns, and long-term portfolio value. Working alongside

Starwood, lease discussions are progressing across multiple sites, and we remain confident in our

ability to sign at least one lease before year-end. Our objective is not simply to sign tenants, but to

establish long-term customer relationships that maximize the value of our infrastructure for decades

to come.

We believe our combination of scarce powered assets, speed, certainty, reliability, capital efficiency,

strategic partnerships, and proven operating expertise positions MARA to become one of the

industry’s leading digital infrastructure companies.

Exaion

Owning power is only part of the opportunity.

As AI moves from experimentation into mission-critical operations, enterprises are looking beyond

traditional public cloud for infrastructure with greater control, security, and flexibility — where data

governance, regulatory compliance, and operational resilience have become as important as compute

performance. This shift is creating a growing market for sovereign AI infrastructure.

SHAREHOLDER LETTER Q2 2026 7

Exaion provides enterprises with private AI cloud infrastructure that allows customers to deploy

advanced AI workloads while maintaining control over their infrastructure, their data, and their

operations. As a European company, Exaion is positioned to serve customers whose technical

sovereignty requirements demand infrastructure governed under European jurisdiction, a meaningful

competitive advantage as enterprises and public-sector organizations increasingly prefer providers

operating within the EU regulatory framework. For organizations in critical infrastructure, regulated

industries, and government-adjacent services, sovereignty is no longer a preference, it is becoming a

requirement. Today, approximately 80% of enterprise data still resides outside the public cloud,

representing a significant opportunity as organizations modernize existing infrastructure for AI.

Exaion enters this market with credibility. It operates the critical infrastructure supporting EDF's

nuclear reactor operations, one of Europe's most demanding enterprise computing environments,

demonstrating the company’s ability to deliver secure, resilient infrastructure for customers where

operational reliability is non-negotiable.

Exaion's selection to participate in the AION Consortium, a European Union-backed initiative targeting

approximately three gigawatts of AI-ready data center capacity, further validates both its technical

capabilities and strategic positioning.

Technology Initiatives

Building and operating large-scale compute infrastructure has generated more than digital assets. It

has created intellectual property that we are now beginning to commercialize outside MARA.

As the operator of one of the world’s largest distributed compute platforms, MARA has developed

deep expertise in power management, infrastructure optimization, and digital asset management.

What began as solutions built to improve our own operations are increasingly becoming commercial

products, allowing us to leverage our operational expertise to serve the broader industry. Vertebr.AI,

our intelligent power optimization platform, continuously manages power allocation and infrastructure

performance in real time. As power becomes an increasingly scarce and valuable resource, we believe

the opportunity extends well beyond Bitcoin mining. AI data centers, independent power producers,

and other energy-intensive industries can use the same technology to maximize infrastructure

utilization, improve operational efficiency, and lower operating costs.

Hashrate Under Management (HUM) is our blockchain financial infrastructure platform. While this is

the first time we are discussing the platform publicly, we do so from a position of demonstrated

commercial traction rather than future potential, reflecting a broader objective of leveraging software

and financial infrastructure to create higher value services around digital assets.

Together, HUM and Vertebr.AI reinforce our broader investment philosophy: every innovation should

increase the value of the infrastructure we own, and create value for customers as well.

SHAREHOLDER LETTER Q2 2026 8

Bitcoin Mining

Today, Bitcoin mining represents the core of MARA's business.

For more than a decade, Bitcoin mining has been the foundation upon which we built our company. It

enabled us to acquire strategic power assets, develop expertise operating large-scale compute

infrastructure, and establish the disciplined capital allocation framework that guides our business

today.

In many respects, Bitcoin mining was never the destination. It was the foundation.

Today, mining continues to play an important strategic role within MARA's broader platform.

First, it generates cash flow that supports investment across our business while maintaining one of

the industry's lowest cost structures.

Second, it provides operational flexibility. Mining equipment can be rapidly deployed at newly

energized sites, allowing us to immediately monetize power while AI infrastructure is designed,

permitted, and constructed. As customer demand develops, those same sites can transition toward

higher value AI and high-performance computing workloads without leaving valuable infrastructure

underutilized.

Finally, mining continues to serve as one of our greatest sources of operational insight.

The same disciplines that made MARA one of the industry's leading Bitcoin miners, optimizing power

consumption, improving compute efficiency, and operating mission-critical infrastructure at scale,

directly inform how we build and manage AI infrastructure today.

We remain committed to continuously improving the efficiency of our mining operations through

disciplined fleet modernization and intelligent power management. As newer, more efficient hardware

replaces older equipment, we continue to increase computing capacity while operating within the

same electrical footprint, further improving the economics of our business.

Ultimately, we do not view Bitcoin mining and AI infrastructure as competing businesses.

They are complementary applications of the same underlying asset: power.

Our capital allocation philosophy remains straightforward. Every megawatt should be deployed into

its highest-value application. In some markets, that will continue to be Bitcoin mining. In others, it will

be AI infrastructure, sovereign cloud, or enterprise computing. Our advantage lies in having the

flexibility, expertise, and infrastructure to make those decisions dynamically as market conditions

evolve.

That flexibility is one of MARA's greatest competitive strengths and a key driver of long-term

shareholder value.

SHAREHOLDER LETTER Q2 2026 9

Looking Ahead

The first half of 2026 was about expanding and transforming the platform. We expanded our portfolio

of powered infrastructure, advanced transformational acquisitions, strengthened our commercial

pipeline, and continued investing in the initiatives that will drive MARA's next phase of growth.

The second half of the year is about execution.

Our focus is straightforward: converting infrastructure into long-term shareholder value by signing

customers, bringing new assets online, and demonstrating the earnings power of the platform we

have spent years assembling. Over the coming months, we expect to complete the acquisition of

Long Ridge, advance lease discussions across our Digital Infrastructure portfolio, expand Exaion's

international presence, and commercialize our technology initiatives.

Perhaps most importantly, we expect the investments we have made over the past decade to

become increasingly visible in our financial results. The foundation has been built. Our focus now is on

monetizing it.

Later this year, we look forward to hosting our Investor Day, where we will provide a deeper look at our

strategy, showcase our infrastructure portfolio, and demonstrate how we work across our business to

maximize the value of every megawatt we own.

We began this letter by saying that artificial intelligence is no longer constrained by capital. It is

constrained by power.

Over the past decade, MARA has assembled one of the industry's largest portfolios of powered digital

infrastructure. Today, we are transforming those assets into a platform built to support the next

generation of compute.

Bitcoin mining provided the foundation. We believe digital Infrastructure, along with our Exaion and

technology initiatives, will expand the value we create from that foundation. Together, they position

MARA to participate across multiple layers of the AI infrastructure value chain while remaining

disciplined in how we allocate capital.

Ultimately, our shareholders should judge us not by our vision, but by our execution. The AI

infrastructure market is moving quickly, and credibility will be earned by consistently delivering

results.

We believe the companies that control power will define the next generation of AI infrastructure.

Our objective is simple: to be among the leaders.

MARA Chairman & CEO

SHAREHOLDER LETTER Q2 2026 10

Second Quarter Financial and Operational Discussion

Highlights

–Our energized hashrate was 70.3 EH/s,

increasing 22% from 57.4 EH/s as of Q2 2025.

–Revenue was $174.9 million, a decrease of 27%

from $238.5 million in Q2 2025.

–We held 35,577 BTC (including digital assets -

receivable, net) and produced 2,422 BTC at an

average price of $71,325. We sold 2,213 BTC at

an average price of $73,078.

–Total blocks won increased 1% to 700 from 694

in Q2 2025.

–Our cost per kWh was $0.04 for our owned

sites. Purchased energy cost per bitcoin was

$38,690, up from $33,735 in Q2 2025.

–Cost per petahash per day improved 4% to

$27.7 from $28.7 in Q2 2025.

–Net loss was ($611.3 million), or ($1.60) per

diluted share, compared to net income of

$808.2 million, or $1.84 per diluted share, in Q2

2025. Net loss during the quarter includes a

$343.0 million loss related to the fair value of

digital assets.

–Adjusted EBITDA was ($360.9 million),

compared to $1.2 billion in Q2 2025, primarily

due to a decrease in the fair value of our bitcoin

holdings.

–$2.5 billion of combined unrestricted cash and

cash equivalents and BTC (including bitcoin

loaned or pledged as collateral) as of June 30,

2026.

–Loaned 4,742 BTC under our digital asset

management strategy, generating

approximately $4.3 million of interest income

for the quarter.

–We are actively leveraging Exaion's expertise to

broaden our private cloud capabilities while

continuing to integrate the acquisition.

–Progressed the acquisition of Long Ridge by

completing the change-of-control consent

solicitation for Long Ridge's senior secured

notes due 2032.

–Acquired rights to a strategic powered land site

in Matagorda County, Texas, with up to 2 GW

of total capacity, to be developed as a large-

scale digital infrastructure campus.

–Subsequent to quarter-end, we entered into

two BTC-backed credit facilities with Coinbase

and Two Prime for a total facility of $600.0

million. In addition, we refinanced our existing

$150.0 million facility with Coinbase and

consolidated it into the new Coinbase facility.

The financings selectively activate our bitcoin

reserves as a non-dilutive funding source for

the Long Ridge acquisition while retaining

exposure to BTC's potential long-term

appreciation.

Second Quarter Production Highlights


	Prior Quarter Comparison
Metric	Q2 2026	Q1 2026	% Δ
Number of Blocks Won	700	653	7%
BTC Produced	2,422	2,247	8%
Average BTC Produced per Day	26.6	25.0	7%
Share of Available Miners Rewards (1)	5.9%	5.5%	N/A
Energized Hashrate (EH/s) (2)	70.3	72.2	(3%)

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 Q2 2026 11

REVENUE

Revenue was $174.9 million, driven by a $7.2

million increase in bitcoin production, offset by

a 28% decrease in bitcoin's average price year

over year. This contributed approximately

$65.9 million to the overall 27% decrease from

$238.5 million and a $4.9 million decrease in

other revenues due to lower revenue from

other digital asset and elimination of our

hosting services compared to the same period.

We produced an average of 26.6 BTC per day,

up from 25.9 BTC in Q2 2025, resulting in 2,422

BTC mined compared to 2,358 or 3% more BTC

mined year-over-year. Blocks won also

increased 1% over the same period.

*Price of BTC as of last day of quarter

NET LOSS

We reported net loss of ($611.3 million), or

($1.60) per diluted share, compared to net

income of $808.2 million, or $1.84 per diluted

share, in the second quarter of 2025.

The $1.4 billion increase in net loss was

primarily driven by a ($343.0 million) unrealized

bitcoin mark-to-market loss in Q2 2026,

compared to a $1.2 billion gain in the prior year

period, representing approximately $1.5 billion

year-over-year change, reflecting a 45%

decline in BTC price over the same period.

This chart illustrates the close relationship between the mark-to-

market impact on the company's bitcoin holdings relative to its

reported net income (loss).

SHAREHOLDER LETTER Q2 2026 12

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

second quarter of 2026 were $48.8 million,

compared to $41.7 million in the prior year

period. The increase was primarily driven by

the expansion of our owned mining sites and a

22% increase in our total hashrate to 70.3 EH/s.

Our owned sites maintained a cost per kWh of

$0.04. Purchased energy cost per bitcoin for

our owned and operated sites was $38,690,

compared to $33,735 in Q2 2025, primarily

driven by higher power costs and global

network difficulty outpacing our hashrate

growth. Power costs increased relative to the

prior quarter due to adverse weather events,

while kWh consumed remained relatively

consistent with the prior year period.

OPERATING AND MAINTENANCE COSTS

Operating and maintenance costs totaled

$26.9 million compared to $22.4 million in the

prior year period, an increase of $4.5 million.

The increase was primarily due to higher site

and miner repair and maintenance costs to

support a larger operational footprint, partially

offset by lower shipping and warehouse fees.

THIRD-PARTY HOSTING AND OTHER

ENERGY COSTS

Third-party hosting and other energy costs

consist of co-location services for third-party

hosted sites and energy expenses related to

mining non-bitcoin digital assets. Third-party

hosting and other energy costs were $69.2

million, compared to $69.0 million in Q2 2025, a

$0.1 million increase driven by higher power

consumption and utilization from additional

capacity at certain third-party hosted sites.

Our most significant third-party hosting

arrangements are set to expire beginning in Q3

2027, with all third-party hosting arrangements

to conclude by Q1 2028. These expirations are

expected to eliminate third-party hosting costs

over time and improve our cost per kWh.

COST PER PETAHASH

Our cost per petahash per day improved 4% to

$27.7 from $28.7 in Q2 2025, and has improved

27% over the past nine quarters.

SHAREHOLDER LETTER Q2 2026 13

GENERAL AND ADMINISTRATIVE

General and administrative ("G&A") expenses,

excluding stock-based compensation, was

$69.5 million, compared to $40.1 million in Q2

2025. The increase reflects the scaling of our

operations, higher personnel costs associated

with headcount growth from the prior year

period, and administrative fees in support of

our expanded global footprint. This includes

acquisition and integration costs of $15.4

million and a $10.2 million litigation settlement

representing the amount paid in connection

with the final resolution of a patent dispute.

Compared to Q1 2026, G&A benefitted from

lower headcount costs related to the previously

announced reduction in force. We expect our

quarterly G&A run-rate, excluding stock-based

compensation and acquisition and integration

*including BTC loaned, actively managed or pledged as collateral

costs, to continue to trend lower as these

savings are realized over time.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization was $174.7

million, a $12.9 million increase compared to the

prior year period. The 15% increase was

primarily driven by the $28.1 million of

accelerated depreciation of certain mining rigs

and the expansion of our business, partially

offset by lower depreciation as mining rigs

reached the end of their useful lives.

ADJUSTED EBITDA

Adjusted EBITDA was ($360.9 million) in Q2

2026, compared to $1.2 billion in Q2 2025. The

loss was primarily driven by a significant

negative mark-to-market change in the fair

*including BTC loaned, actively managed and pledged as collateral

value of digital assets, reflecting the decrease

in bitcoin price over the period.

BALANCE SHEET

At quarter end, we held 35,577 bitcoin,

including 9,270 bitcoin loaned or pledged as

collateral. During Q2 2026, we mined 2,422

BTC. As of June 30, 2026, our BTC holdings

were valued at approximately $2.1 billion based

on a spot price of $58,524 per bitcoin.

Cash and cash equivalents totaled $421.3

million, down from $547.1 million as of

December 31, 2025. Combined, our balance of

cash and BTC (including bitcoin loaned and

pledged as collateral) was approximately $2.5

billion at quarter end.

SHAREHOLDER LETTER Q2 2026 14

DIGITAL ASSET MANAGEMENT

We held a total of 35,577 bitcoin, including

9,270 bitcoin that were loaned or pledged as

collateral. As such, approximately 26% of our

total holdings were activated through our

digital asset management strategy. Under our

lending arrangements, a total of 4,742 bitcoin

were loaned to counterparties, generating

approximately $4.3 million of interest income

during the quarter.


MARA's BTC Holdings
As of June 30, 2026	Quantity
Bitcoin, unrestricted	26,307

Bitcoin - Receivable
Bitcoin - Loaned	4,742
Bitcoin - Pledged as Collateral	4,528
	9,270
Total	35,577

Historically, we held the bitcoin we produced

as a long-term investment and in 2025, we

began selling bitcoin to fund operations. As

2026 progresses, 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 ALLOCATION

Subsequent to quarter-end, we further

advanced the Long Ridge acquisition by

entering into two bitcoin-backed credit

facilities with Coinbase and Two Prime at a

weighted average cost of debt of 7.56% for

incremental borrowings under these facilities

of $600.0 million. In addition, we refinanced

our existing $150.0 million facility with

Coinbase and consolidated it into the new

Coinbase facility.This borrowing, originally due

in Q1 of 2027, will now mature in two years

along with the incremental $600.0 million.

These financings strategically activate a

portion of MARA’s bitcoin reserves as a non-

dilutive funding source while preserving our

exposure to bitcoin’s potential long-term

appreciation. The facilities will be used towards

funding the cash consideration for the

acquisition and, together with the assumption

of certain of Long Ridge’s existing

indebtedness, provide funding towards

completing the transaction.

We have consistently said that bitcoin is one of

MARA's most strategic assets, and this is

another example of the disciplined capital

allocation approach we've outlined to investors.

Alongside lending and opportunistic

monetization, these facilities represent another

way we can deploy our digital assets to support

growth while remaining disciplined in our

capital allocation.

MARA Chief Financial Officer

SHAREHOLDER LETTER Q2 2026 15

Earnings Webcast

and Conference Call

MARA will hold a webcast and conference call today,

August 6, 2026, at 5:00 p.m. Eastern Time (2:00 p.m.

Pacific Time) to discuss its financial results for the

quarter ended June 30, 2026.

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, August 6, 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 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 Q2 2026 16

MARA Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands, except share and per share data)	2026	2025	2026	2025
Revenues	$174,881	$238,485	$349,495	$452,369

Costs and operating expenses (income)
Purchased energy costs	48,750	41,730	93,482	85,211
Operating and maintenance costs	26,905	22,362	57,537	42,156
Third-party hosting and other energy costs	69,156	69,029	139,204	137,212
General and administrative	114,701	92,948	201,558	178,813
Depreciation and amortization	174,664	161,741	366,220	319,638
Change in fair value of digital assets	249,559	(846,027)	964,236	(451,865)
Change in fair value of derivative instrument	1,769	(20,311)	42,814	(47,139)
Impairment of goodwill and other assets	—	26,253	—	26,253
Taxes other than on income	1,521	2,437	3,951	5,532
Research and development	7,173	8,546	15,421	17,844
Restructuring costs	1,753	—	47,638	—
Total costs and operating expenses (income)	695,951	(441,292)	1,932,061	313,655
Operating income (loss)	(521,070)	679,777	(1,582,566)	138,714

Other income (loss)
Change in fair value of digital assets - receivable, net	(93,456)	346,547	(397,368)	230,480
Net gain from extinguishment of debt	—	—	70,557	—
Interest income	10,263	9,631	20,795	21,626
Interest expense	(6,264)	(12,835)	(16,984)	(22,776)
Equity in net earnings of unconsolidated affiliate	(2,856)	(902)	(5,027)	(915)
Other	2,646	(5,509)	6,527	(3,035)
Total other income (loss)	(89,667)	336,932	(321,500)	225,380
Income (loss) before income taxes	(610,737)	1,016,709	(1,904,066)	364,094
Income tax benefit (expense)	(580)	(208,504)	30,352	(89,332)
Net income (loss)	$(611,317)	$808,205	$(1,873,714)	$274,762
Less: net loss attributable to noncontrolling interest, including redeemable noncontrolling interest	1,632	30	4,410	274
Net income (loss) attributable to common stockholders	$(609,685)	$808,235	$(1,869,304)	$275,036

Net income (loss) per share of common stock - basic	$(1.60)	$2.29	$(4.91)	$0.79
Weighted average shares of common stock - basic	381,565,856	352,901,683	380,865,345	348,524,166

Net income (loss) per share of common stock - diluted	$(1.60)	$1.84	$(4.91)	$0.64
Weighted average shares of common stock - diluted	381,565,856	440,912,159	380,865,345	436,271,805

SHAREHOLDER LETTER Q2 2026 17


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2026	2025	2026	2025
Reconciliation to Adjusted EBITDA:
Net income (loss) attributable to common stockholders	$(609,685)	$808,235	$(1,869,304)	$275,036
Net loss attributable to noncontrolling interests	(1,632)	(30)	(4,410)	(274)
Net income (loss)	(611,317)	808,205	(1,873,714)	274,762
Interest expense (income), net	(3,999)	3,204	(3,811)	1,150
Income tax expense (benefit)	580	208,504	(30,352)	89,332
Depreciation and amortization	177,952	164,914	372,691	325,916
EBITDA	(436,784)	1,184,827	(1,535,186)	691,160
Stock-based compensation expense	46,683	54,656	77,189	103,771
Change in fair value of derivative instrument	1,769	(20,311)	42,814	(47,139)
Impairment of goodwill and other assets	—	26,253	—	26,253
Restructuring costs	1,753	—	47,638	—
Acquisition and integration costs	15,445	—	26,463	—
Litigation settlement	10,200	—	10,200	—
Net gain from extinguishment of debt	—	—	(70,557)	—
Net gain on investments	—	—	—	(12,429)
Adjusted EBITDA (1)	$(360,934)	$1,245,425	$(1,401,439)	$761,616

SHAREHOLDER LETTER Q2 2026 18

(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 Condensed Consolidated Financial Statements that

have been prepared in accordance with generally accepted

accounting principles in the United States ("GAAP") with the non-

GAAP financial measure of Adjusted EBITDA.

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

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) litigation

settlement, (vii) net gain from extinguishment of debt, and (viii) net gain

on investments.

Management uses Adjusted EBITDA, 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 Condensed Consolidated Financial

Statements to evaluate financial performance and uses non-GAAP

financial measures only supplementally.

We believe that Adjusted EBITDA is useful to us and to our investors

because it excludes 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 is not a recognized financial measure under GAAP.

Investors should consider Adjusted EBITDA 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

Adjusted EBITDA may differ from that of other companies, our

presentation of Adjusted EBITDA may not be comparable to similarly

titled measures of other companies.

SHAREHOLDER LETTER Q2 2026 19

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.

EX-99.2 3 q22026earningsannouncement.htm EX-99.2 Document

Exhibit 99.2

MARA Announces Second Quarter 2026 Results

Miami, FL – August 6, 2026 – MARA Holdings, Inc. (NASDAQ: MARA) ("MARA" or the "Company"), a leading digital infrastructure company, today announced its preliminary, unaudited second quarter 2026 financial results in a letter to shareholders.

Investors are invited to access the second quarter 2026 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, August 6, 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) 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