MARA Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
MARA$7.34+10.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual report:
- Consolidated Financial Statements and Notes to the Consolidated Financial Statements are included in Item 8.
| Report of Independent Registered Public Accounting Firms | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 | F-8 |
| Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023 | F-9 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | F-10 |
| Notes to Consolidated Financial Statements | F-12 |
- Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is shown in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements.
- Exhibits
| Exhibit Number · Exhibit Description · Form · Date of First Filing · Exhibit Number · Provided Herewith | ||||
|---|---|---|---|---|
| 4.1 · Description of Capital Stock · X | ||||
| 4.2 | Indenture, dated as of November 18, 2021, between the Company and U.S. Bank, National Association, as trustee, relating to the 1.00% convertible senior notes | Form 8-K | 11/18/2021 | 4.1 |
| 4.3 | Indenture, dated as of August 14, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 2.125% convertible senior notes | Form 8-K | 8/14/2024 | 4.1 |
| 4.4 | Indenture, dated as of November 20, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes | Form 8-K | 11/21/2024 | 4.1 |
| 4.5 | Indenture, dated as of December 4, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes. | Form 8-K | 12/4/2024 | 4.1 |
| 4.6 | Indenture, dated as of July 25, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes | Form 8-K | 7/28/2025 | 4.1 |
| 4.7 | Form of Common Stock Purchase Warrant | Form S-1 | 6/29/2020 | 4.5 |
| 4.8 | Certificate of Designation of Series X Preferred Stock | Form 8-K | 1/10/2025 | 3.1 | |
| 4.9 | Certificate of Withdrawal, dated February 21, 2025 | Form 8-K | 2/21/2025 | 3.2 | |
| 10.1 | Form of Capped Call Confirmation | Form 8-K | 7/28/2025 | 10.1 | |
| 10.2* | Investment Agreement, dated August 11, 2025, between the Company, MARA France SAS, Exaion SAS and EDF Pulse Holding and certain minority holders of Exaion SAS | Form 8-K | 8/11/2025 | 10.1 | |
| 10.3 | Amendment Agreement to the Investment Agreement, dated January 30, 2026, between the Company, MARA France SAS, EDF Pulse Holding, Exaion SAS, and certain minority holders of Exaion SAS | X | |||
| 10.5# | First Amendment to Amended and Restated 2018 Equity Incentive Plan | Form 8-K | 6/28/2024 | 10.1 | |
| 10.6# | Second Amendment to Amended and Restated 2018 Equity Incentive Plan | Form 8-K | 6/27/2025 | 10.1 | |
| 10.8# | 2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan | Form 8-K | 2/28/2025 | 10.1 | |
| 10.9# | 2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan | Form 10-Q | 5/8/2025 | 10.6 | |
| 10.10# | 2026 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan | Form 8-K | 2/25/2026 | 10.1 | |
| 10.11# | 2026 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan | Form 8-K | 2/25/2026 | 10.2 | |
| 10.12# | Executive Employment Agreement, dated April 26, 2021, by and between the Company and Fred Thiel | Form 10-K | 2/28/2024 | 10.5 | |
| 10.13# | Executive Employment Agreement, dated May 31, 2023, by and between the Company and Salman Khan | Form 10-K | 2/28/2024 | 10.8 | |
| 10.14# | Executive Employment Agreement, dated September 19, 2023, by and between the Company and Zabi Nowaid | Form 10-K | 3/3/2025 | 10.6 | |
| 10.15 | Subscription and Investment Representation Agreement, dated January 8, 2025, by and between the Company and the Purchaser | Form 8-K | 1/10/2025 | 10.1 | |
| 10.16 | At-the-Market Offering Agreement, dated October 24, 2023, between the Company and H.C. Wainwright & Co., LLC | Form S-3 | 10/24/2023 | 4.12 | |
| 10.17 | At-the-Market Offering Agreement, dated March 28, 2025, between the Company and 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 | Form 8-K | 3/28/2025 | 1.1 | |
| 10.18 | Shareholders’ Agreement, dated January 2023, between the Company and FS Innovation LLC | Form 10-K | 3/16/2023 | 10.63 | |
| 10.19* | Purchase and Sale Agreement, dated as of March 14, 2024, between APLD – Rattlesnake Den I LLC, and MARA Garden City LLC | Form 8-K | 3/18/2024 | 10.1 | |
| 10.20* | Strategic Agreement, dated February 26, 2026, by and among the Company and Starwood | Form 8-K | 2/26/2026 | 10.1 | |
| 19.1 | Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading | Form 10-K | 2/28/2024 | 19.1 | |
| 21.1 | Subsidiaries of the Company | X | |||
| 23.1 | Consent of Marcum LLP | X | |||
| 23.2 | Consent of PricewaterhouseCoopers LLP | X | |||
| 31.1 | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||
| # | Indicates management contract or compensatory plan. | ||||
| * | 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. | ||||
| ** | This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
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