MARA Holdings, Inc. (MARA) SEC Filings & Earnings Calls

Project execution risk: milestones may not be met, leading to sale of project.

“Amendment provides for marketing project for sale if certain trigger events occur.”

Regulatory risk: audit by Texas regulatory authorities required before proceeding.

“Milestone tied to successful conclusion of audit by Texas regulatory authorities.”

Bitcoin Price Decline

“The $58.7 million decrease in Bitcoin mining revenue was primarily driven by a 28% decrease in the average price of bitcoin mined” · word for word

Energy Cost Increase

“Energy cost is the most significant cost driver for Bitcoin mining and represented 54.9% and 34.1%, as a percentage of our owned mining revenues for the three months ended June 30, 2026 and 2025, respectively” · word for word

Network Difficulty Increase

“Purchased energy costs per bitcoin for our owned mining sites increased to $39,328, compared to $34,723 in the prior year period, primarily due to higher network difficulty driven by growth in global hashrate” · word for word

Acquisition Integration Risk

“The acquisition is subject to customary closing conditions and regulatory approvals.” · word for word

Board turnover could signal governance changes, but resignations were personal.

“Resignation for personal reasons, not due to disagreements.”

Transaction subject to regulatory approvals and milestone achievements; failure could impact development.

“Milestone Payments tied to specified project development events, including regulatory approvals.”

Transaction subject to regulatory approvals and financing; termination fee of $75M if not completed.

“Closing subject to customary conditions; Buyer may be required to pay $75M termination fee.”

Increased share authorization may lead to dilution of existing shareholders.

“Approval of amendment to increase shares under equity plan.”

Bitcoin price volatility

“The price of bitcoin has historically experienced significant price volatility, in addition to other risks inherent to holding a digital asset.” · word for word

Energy cost volatility

“Energy cost can be highly volatile, cyclical and sensitive to geopolitical events and weather conditions or natural disasters” · word for word

Execution risk in AI/HPC expansion

“There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine”

Debt refinancing risk

“Failure to access financing on terms acceptable to us or at all.” · word for word

Bitcoin Price Volatility and Regulatory Risk

“similar to other companies in our industry, our stock price is relatively volatile and correlated to a number of factors that are largely outside our control, including the value of bitcoin and perceptions about the state of the regulatory environment impacting our industry.” · word for word

Negative Net Income and Adjusted EBITDA

“Net Income (loss) (in millions): 2025 $(1,311.48); Adjusted EBITDA (in millions): 2025 $(330.82)”

Low Say-on-Pay Support and Stockholder Dissatisfaction

“At our 2025 annual meeting of stockholders, our non-binding, stockholder advisory vote on the compensation of our Named Executive Officers (the 'say-on-pay vote') received approximately 21.6% of the votes cast (for and against) in support of our executive compensation program.” · word for word

Operational Metric Underperformance (Total Exahash and Megawatts)

“Performance on the Total Exahash and Megawatts metrics was below target, reflecting two distinct headwinds encountered in the final fiscal quarter of 2025.” · word for word

High Executive Security Costs

“Amount reflects costs related to personal security for Mr. Thiel pursuant to MARA’s security program ($4,300,629), including a one-time expense for vehicle armoring ($430,780) and a one-time expense for home security installation ($58,810)” · word for word

Transaction subject to regulatory approvals and financing; termination fee of $75M if not completed.

“Closing subject to customary conditions; Buyer may be required to pay $75M termination fee.”

Bitcoin price volatility could impact future liquidity if additional sales needed

“Company sold 15,133 bitcoin to fund repurchases; bitcoin holdings not disclosed post-sale”

Bitcoin price volatility

“We recognized a loss on digital assets of $304.6 million for the year ended December 31, 2025 compared to a gain of $813.8 million in the prior year period.” · word for word

Energy cost exposure

“Purchased energy costs for the year ended December 31, 2025 totaled $179.0 million compared to $98.2 million in the prior year period, an increase of $80.9 million or approximately 82%.” · word for word

Regulatory uncertainty

“Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.” · word for word

Goodwill impairment risk

“recognized a goodwill impairment of $82.8 million” · word for word

Dilution from equity issuances

“Our ongoing at-the-market stock issuances contribute to stockholder dilution.” · word for word

Execution risk in converting bitcoin mining sites to data centers; dependency on hyperscaler tenant demand.

“Development requires securing hyperscaler tenant and governmental permits; Starwood may exit if not commercially feasible.”

Potential dilution from equity awards with maximum payout of 249% of target

“Maximum performance-based payout of 249% of the target number of PSUs” · word for word

Bitcoin Price Volatility

“The price of bitcoin has historically experienced significant price volatility, in addition to other risks inherent to holding a digital asset.” · word for word

Halving Event Impact

“After the halving event of April 2024, the current reward for each solved block is equal to 3.125 bitcoin plus transaction fees.” · word for word

Energy Cost Increase

“Energy cost can be highly volatile, cyclical and sensitive to geopolitical events and weather conditions or natural disasters.” · word for word

Restructuring Execution

“During the quarter, we initiated a restructuring plan of our technology operations... incurring $20.9 million in restructuring costs during the quarter.” · word for word

High exposure to Bitcoin price volatility; revenue and profitability highly correlated with crypto market.

“Bitcoin holdings increased 98% YoY to 52,850; Net income (loss) increased to $123 million from ($125) million YoY.” · word for word