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. T…

Director — Barbara Humpton and Georges Antoun: Personal reasons, not due to any disagreements with the Company.

Completion of Acquisition or Disposition of Assets The information set forth in

Entry into a Material Definitive Agreement On July 2, 2026, Volt Texas, LLC (“Buyer”), a Delaware limited liability company and a subsidiary of MARA Holdings, Inc., a Nevada corporation (“MARA” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HIF USA LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer acquired all of the issued and outstanding limited liability company membership interests (other than a retained…

The excerpt does not provide specific details about a departure, election, appointment or compensatory arrangement.

Results of Operations and Financial Condition On May 11, 2026, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended March 31, 2026. The Company also issued a press release announcing its earnings webcast and conference call to be held on May 11, 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…

Entry into a Material Definitive Agreement On April 29, 2026, MARA USA Corporation, a Delaware corporation (“ Buyer ”) and a subsidiary of MARA Holdings, Inc., a Nevada corporation (the “ Company ”), and (solely for the purposes of Articles V, IX, and X thereof) the Company entered into an Equity Purchase Agreement (the “ Purchase Agreement ”) with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ ORPH ”), Ohio River Partners Finance LLC, a Delaware limited liability com…

Other Events. On March 25, 2026, MARA Holdings, Inc. (the “Company”) entered into individual, privately negotiated repurchase agreements with certain holders of its outstanding 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 0.00% Convertible Senior Notes due 2031 (the “2031 Notes” and, together with the 2030 Notes, the “Notes”) to repurchase approximately $367.5 million in aggregate principal amount of the 2030 Notes for an aggregate cash repurchase price of approximately $322…

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 p…

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, respective…

The filing describes changes to equity incentive plans and award agreements, not a management change.

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

Entry Into a Material Definitive Agreement. On August 11, 2025, MARA Holdings, Inc. (the “Company”) and Mara France SAS, a French société par actions simplifiée and a wholly owned subsidiary of the Company (“Mara France”), entered into an investment agreement (the “Investment Agreement”) with Exaion SAS, a French société par actions simplifiée operating in the digital infrastructure sector (“Exaion”), and EDF Pulse Holding and certain minority holders of Exaion (collectively, the “Sellers”),…

Regulation FD Disclosure. On August 11, 2025, the Company issued a press release announcing that the parties entered into the Investment 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 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…

Results of Operations and Financial Condition On July 29, 2025, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended June 30, 2025. The Company also issued a press release announcing its earnings webcast and conference call to be held on July 29, 2025. The full text of the shareholder letter and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The…

Entry Into a Material Definitive Agreement. Convertible Notes Offering On July 25, 2025, MARA Holdings, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2032 (the “notes”). The notes were sold under a purchase agreement, dated as of July 23, 2025, entered into by and among the Company and Morgan Stanley & Co. LLC., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons re…

Regulation FD Disclosure. On July 28, 2025, the Company issued a press release announcing the closing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in 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…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. Convertible Notes Offering On July 23, 2025, MARA Holdings, Inc. (the “Company”) issued a press release announcing that it has priced an upsized private offering of $950 million aggregate principal amount of its 0.00% convertible senior notes due 2032. The notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial pur…

Other Events. Convertible Notes Offering On July 23, 2025, the Company issued a press release announcing its intention to offer, subject to market conditions and other factors, $850 million aggregate principal amount of 0.00% convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to grant to the initial purchasers of the notes an option to purchase, within a 13-day perio…

The provided text is only the standard Item 5.02 header and does not contain specific details about a person, role, or action to classify.

Results of Operations and Financial Condition. On May 8, 2025, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended March 31, 2025. The Company also issued a press release announcing its earnings webcast and conference call to be held on May 8, 2025. The full text of the shareholder letter and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The i…

Entry into a Material Definitive Agreement. At-the-Market Offering Agreement On March 28, 2025, MARA Holdings, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Barclays Capital Inc., BMO Capital Markets Corp., BTIG, LLC, Cantor Fitzgerald & Co., Guggenheim Securities, LLC, H.C. Wainwright & Co., LLC and Mizuho Securities USA LLC in their capacities as agents (each, an “Agent” and together, the “Agents”) with respect to an at-the-market offering prog…

Termination of a Material Definitive Agreement. In connection with entering into the Agreement, effective as of March 28, 2025, the Company terminated that certain At The Market Offering Agreement, dated October 24, 2023, by and between the Company and H.C. Wainwright & Co., LLC (the “Prior ATM Agreement”), relating to the at-the-market offering of shares of Common Stock having an aggregate offering price of up to $1.5 billion. Accordingly, with the termination of the Prior ATM Agreement, the…