MARA Holdings, Inc.

Credit Facilities

The information set forth in Item 1.01 and Item 2.03 below is included for the purpose of providing disclosure under “Item 1.01 Entry into a Material Definitive Agreement” and “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.

Coinbase Loan

On August 4, 2026, the Company entered into a Lending Form (the “Coinbase Lending Form”) with Coinbase, as lender, which is subject to the terms and conditions of a Master Lending Agreement previously entered into between the Company and Coinbase on January 29, 2026 (the “Coinbase Master Lending Agreement” and, together with the Coinbase Lending Form, the “Coinbase Loan Documents”). The Coinbase Lending Form provides for a total commitment of $450.0 million (the “Coinbase Loan”), comprising $300.0 million of incremental borrowings and the refinancing and consolidation of the Company’s existing $150.0 million loan from Coinbase into a single facility, subject to all terms and conditions of the Coinbase Loan Documents, including the extended maturity date, as set forth below. The Coinbase Loan has been fully drawn.

Amounts borrowed under the Coinbase Lending Form bear interest at a rate per annum equal to the Fed Funds Mid Rate plus 3.875%. The Coinbase Loan will mature on August 4, 2028, subject to one automatic one-year extension to August 4, 2029, unless either party elects to cancel the extension by notice to the other. The Company may prepay the Coinbase Loan, in whole or in part, at any time prior to the maturity date.

The Company must satisfy ongoing collateral maintenance requirements under the Coinbase Loan Documents. If the value of posted collateral falls below the specified margin call limit, the Company must promptly post additional collateral or take such other action as may be available to the Company under the Coinbase Loan Documents to restore the required collateral ratio. Failure to maintain sufficient collateral constitutes an event of default entitling Coinbase to exercise its remedies, including the right to liquidate pledged bitcoin.

The Coinbase Loan Documents contain representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.

Two Prime Loan

On August 4, 2026, the Company entered into a Loan Term Sheet (the “Two Prime Loan Term Sheet”) with Two Prime, as lender, which is subject to the terms and conditions of a Master Loan Agreement entered into between the Company and Two Prime on the same date (the “Two Prime Master Loan Agreement” and, together with the Two Prime Loan Term Sheet, the “Two Prime Loan Documents”). The Two Prime Loan Term Sheet provides for a fixed term loan of $300.0 million (the “Two Prime Loan”), which has been fully drawn. Amounts borrowed under the Two Prime Loan Term Sheet bear interest at a fixed rate per annum equal to 7.65%. The Two Prime Loan will mature on August 3, 2028.

The Company must satisfy ongoing collateral maintenance requirements under the Two Prime Loan Documents. If the value of posted collateral falls below the specified margin call limit, the Company must promptly post additional collateral. Failure to maintain sufficient collateral constitutes an event of default entitling Two Prime to exercise its remedies, including the right to liquidate pledged bitcoin.

The Two Prime Loan Documents contain representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.

The Company’s obligations under these facilities are secured by an aggregate 18,750 of the Company’s bitcoin as initial collateral, which at current market values significantly exceeds the aggregate principal amount of the two facilities. The Company expects to use the proceeds for general corporate purposes, including funding a portion of the cash consideration for the Long Ridge acquisition.

The information set forth in Item 1.01 above is incorporated herein by reference.

Director and Officer Trading Plans and Arrangements

On June 9, 2026, Fred Thiel, the Company’s Chief Executive Officer and Chairman of the Board of Directors, entered into atrading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Thiel’s 10b5-1 Plan provides for the potential sale of up to 330,060 shares of the Company’s common stock between the first potential sale date on October 1, 2026 and the expiration of the 10b5-1 Plan on September 30, 2027. Mr. Thiel’s existing 10b5-1 Plan will expire on September 30, 2026.

On June 9, 2026, Douglas Mellinger, the Lead Independent Director on the Company’s Board of Directors, entered into a 10b5-1 Plan. Mr. Mellinger’s 10b5-1 Plan provides for the potential sale of up to 15,000 shares of the Company’s common stock between the first potential sale date on September 10, 2026 and the expiration of the 10b5-1 Plan on November 30, 2027. Mr. Mellinger’s prior 10b5-1 Plan expired on June 30, 2026.