Form 8-K

8-K — MARA Holdings, Inc.

Accession: 0000950142-26-001875

Filed: 2026-06-25

Period: 2026-06-25

CIK: 0001507605

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — eh260796591_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (eh260796591_ex9901.htm)

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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):

June 25, 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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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

The 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 8.01 Other Events

As previously disclosed, 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 with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners

Finance LLC, a Delaware limited liability company (together with ORPH, the “Sellers”), and (solely for the purposes

of Articles V, IX and X, and Sections 2.5, 6.10, 6.16 and 6.20) FTAI Infrastructure Inc., a Delaware corporation, pursuant to which Buyer

will acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC, a

Delaware limited liability company (“Long Ridge”), from the Sellers for a base purchase price of approximately $1.5

billion, subject to customary purchase price adjustments, after which Long Ridge will become an indirect wholly owned subsidiary of the

Company (the “Transaction”).

The investor presentation attached as Exhibit

99.1 (the “Investor Presentation”) to this Current Report on Form 8-K is being filed to provide investors with additional

information regarding the Transaction. The Investor Presentation is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

This Current Report on Form 8-K and other reports

filed by the Company from time to time with the Securities and Exchange Commission contain forward-looking statements within the meaning

of the federal securities laws. All statements, other than statements of historical fact, included in this Current Report on Form 8-K

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 related to the parties’ ability to consummate the

Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the

necessary third-party approvals, or the satisfaction of other closing conditions to consummate the Transaction; the occurrence of any

event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties

or expenditures relating to the Transaction; the Company’s planned development of digital infrastructure projects, including the

Hannibal, Ohio campus; the expected capacity, scalability and performance of those facilities; the anticipated ability to shift between

hyperscale and AI workloads and Bitcoin mining at those facilities; the Company’s ability to finance the Transaction on acceptable

terms, or at all; the anticipated benefits of the proposed Transaction to the Company, including the Company’s expansion into high-performance

computing; the Company’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash

flows from the Long Ridge Facility and the expected accretive impact of the Transaction to the Company’s profitability metrics.

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 the Company’s actual results to differ materially from those expressed or implied in these

forward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s assumptions,

may cause the Company’s views to change. 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. Actual results may

differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties

related to market conditions, the risk that the Transaction disrupts the Company’s current plans and operations or diverts management's

attention from its ongoing business, the effect of the announcement of the Transaction on the ability of the Company to retain and hire

key personnel and maintain relationships with others with whom it does business, the effect of the announcement of the Transaction on

the Company’s operating results and business generally and the other factors discussed in the “Risk Factors” section

of the Company’s most recent Annual Report on Form 10-K filed with the U.S. SEC and the risks described in other filings that the

Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only

as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result

of new information, future events, or otherwise, except to the extent required by applicable law.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Investor Presentation, dated June 25, 2026

104

Cover Page Interactive Data File (embedded within 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 hereunto duly authorized.

Date: June 25, 2026

MARA HOLDINGS, INC.

By:

/s/ Zabi Nowaid

Name:

Zabi Nowaid

Title:

General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260796591_ex9901.htm · Sequence: 2

EXHIBIT 99.1

Selected Financial Information: MARA Holdings, Inc. (“MARA”) & Long Ridge Energy & Power LLC (“Long Ridge”) NASDAQ: MARA MARA.COM June 2026 Rendering of Potential Data Center

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." Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this presentation 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 related to the parties’ ability to consummate MARA's acquisition of Long Ridge on theproposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary third - party approvals, or the satisfaction of other closing conditions to consummate the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties or expenditures relating to the tar nsaction; MARA’s planned development of digital infrastructure projects, including the Hannibal, Ohio campus; the expected capacity, scalabiltiy and performance of those facilities; the anticipated ability to shift between hyperscale and AI workloads and Bitcoin mining at those facilities; MARA’s ability to finance the transaction on acceptable terms, or at all; the anticipated benefits of the proposed transaction to MARA, including MARA’s expansion into high - performance computing; MARA’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash flows from the Long Ridge Facility and the expected accretive impact of the transaction to MARA’s profitability metrics. Such forward - looking statements are based on management's current expectations about future events as ofthe date hereof and involve many risks and uncertainties that could cause MARA’s actual results to differ materially from those expressed or implied in these forward - looking statements. Subsequent events and developments, including actual results or changes in MARA’s assumptions, may cause MARA’s views to change. 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. Actual results may differ materially from those indicated by such forward - looking statements as a result of various important factors, including uncertainties related to market conditions, the risk that the transaction disrupts MARA’s current plans and operations or diverts management's attention fromits ongoing business, the effect of the announcement of the transaction on the ability of MARA to retain and hire key personnel and maintain relationships with others with whom it does business, the effect of the announcement of the transaction on MARA’s operating results and business generally and the other factors discussed in the “Risk Factors” section of MARA’s most recent Annual Report on Form 10 - K filed with the SEC and the risks described in other filings that MARA may make from time to time with the SEC. Any forward - looking statements contained in this presentation speak only as of the date hereof, and MARA specifically disclaims any obligation to update any forward - looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Disclosure 2

EBITDA is a non - GAAP financial measure used by MARA and Long Ridge. EBITDA is defined as (a) net income (loss) attributable to stockholders or members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes and (3) depreciation, depletion and amortization, including the amortization of other comprehensive income. Adjusted EBITDA is a non - GAAP financial measure used by MARA and Long Ridge. Adjusted EBITDA is defined as (a) net income (loss) attributable to common stockholders or members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation, depletion and amortization, including the amortization of other comprehensive income and (4) adjustments for non - cash and/or non - recurring items which currently include (i) stock - based compensation expense, (ii) changes in fair value of derivative instrument, (iii) restructuring costs, (iv) acquisition and integration costs, (v) net gain from extinguishment of debt and (vi) loss on sale of assets. The calculation of Long Ridge's Adjusted EBITDA presented herein differs from the methodology Long Ridge has used in its prior internal calculations and, accordingly, may not be directly comparable to Adjusted EBITDA previously calculated by Long Ridge. The non - GAAP financial measures used in this presentation have been prepared by, and are the responsibility of, MARA and Long Ridge’s respective management and have not been reviewed or audited by any accounting firm. MARA believes these non - GAAP financial measures are useful to MARA and its investors because they exclude certain financial, capital structure and non - cash items that may not directly reflect Long Ridge’s core operations and may not be indicative of its recurring operations. You should use non - GAAP information in addition to, and not as an alternative to, financial information prepared in accordance with GAAP. Non - GAAP financial measures may not be identical or comparable to measures with the same name presented by other companies. See Appendix for a reconciliation of MARA and Long Ridge’s EBITDA and Adjusted EBITDA to net (loss) income attributable to members and common stockholders, the most comparable GAAP measure. 3 Non - GAAP Financial Measures

Balance Sheet (unaudited) (in thousands) $8,304 $513,653 Cash & cash equivalents $52,404 $611,108 Total current assets — $2,407,516 Digital assets, net of current portion & Digital assets - receivable, net $1,524,496 $1,406,132 Property, plant and equipment, net $1,625,173 $4,338,161 Total long - term assets $1,677,577 $4,949,269 Total assets $4,000 $47,908 Long - term debt, current portion $111,825 $331,466 Total current liabilities $1,127,200 $2,218,261 Long - term debt, net of current portion $1,288,914 $2,284,562 Total long - term liabilities $1,400,739 $2,616,028 Total liabilities $1,677,577 $4,949,269 Total liabilities, redeemable noncontrolling interests and equity Selected Financial Information – For the Quarter Ended March 31, 2026 Source: Form 10 - Q public filings for MARA and managemen t internal financial statements for Long Ridge. 4

Income Statement (unaudited) (in thousands) $62,006 $174,614 Total revenues ($6,495) ($1,259,619) Net loss attributable to common stockholders / members $22,905 ($1,095,624) EBITDA $25,373 ($1,037,727) Adjusted EBITDA Selected Financial Information – For the Quarter Ended March 31, 2026 Source: Form 10 - Q public filings for MARA and managemen t internal financial statements for Long Ridge. 5

Appendix

(in thousands) ($6,495) ($1,259,619) Net loss attributable to common stockholders / members 23,260 188 Interest expense, net — (30,932) Tax benefit 6,140 194,739 Depreciation, depletion, and amortization 22,905 (1,095,624) EBITDA 1 1,583 30,506 Stock - based compensation (347) 41,045 Change in fair value of derivative instrument — 45,885 Restructuring costs 659 11,018 Acquisition and integration costs — (70,557) Net gain from extinguishment of debt 573 — Loss on Sale of Assets $25,373 ($1,037,727) Adjusted EBITDA 1 Non - GAAP Reconciliation – For the Quarter Ended March 31, 2026 7 1 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 consolidat ed financial statements that have been prepared in accordance with generally accepted account ing principles in the United States (“GAAP”) with the non - GAAP f inancial measures of EBITDA and Adjusted EBITDA. EBITDA is defined as (a) GAAP net loss attributable to common stockholders / members plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes and (3) depreciation, depletion, and amortization, including the amortization of other comprehensive income. Adjusted EBITDA is defined as (a) EBITDA plus (b) adjustments to add back non - cash and/or non - recurring items, which currently include (i) stock - based compensat ion expense, (ii) change in fair value of derivat ive instrument, (iii) restructuring costs, (iv) acquisition and integration cost s, (v) net gain from extinguishment of debt, and (vi) loss on sale of asset s. Management uses EBITDA and Adjusted EBITDA, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform ope rating decision - making. We rely primarily on our condensed consolidated financial statements to understand, manage and evaluate our financial performance and use non - GAAP f inancial measures only supplementally. We believe that EBITDA and Adjusted EBITDA are useful measures to us and to our investors because they exclude certain financial, capital structure and/or non - cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period - over - period and relative to our competitors.

Metric 1,100 Number of Blocks Won 3,805 Bitcoin (“BTC”) Produced 25.2 Average BTC Produced per Day 5.6% Share of Available Miners Rewards 1 70.7 Energized Hashrate (EH/s) 2 YTD Production Data (as of May 31, 2026) 8 1 Defin ed as the total amount of block rewards including transaction fees that MARA earn ed during the period divided by the total amount of block rewards and transaction fees award by the Bitcoin network during the period. 2 Defin ed as the amount of hashrate that could theoretically be gen erated if all miners that have been en ergized are currently in operation including miners that may be temporarily offline. Hashrates are estimates based on the manufacturers’ specifications. All figures are rounded.

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