Open the filing on EDGARSHAREHOLDER LETTER Q3 2025 3 SHAREHOLDER LETTER Q3 2025 4 SHAREHOLDER LETTER Q3 2025 5 SHAREHOLDER LETTER Q3 2025 6 SHAREHOLDER LETTER Q3 2025 7 SHAREHOLDER LETTER Q3 2025 8 SHAREHOLDER LETTER Q3 2025 9 SHAREHOLDER LETTER Q3 2025 10 SHAREHOLDER LETTER Q3 2025 11 SHAREHOLDER LETTER Q3 2025 12 SHAREHOLDER LETTER Q3 2025 13 SHAREHOLDER LETTER Q3 2025 14 SHAREHOLDER LETTER Q3 2025 15 SHAREHOLDER LETTER Q3 2025 16 SHAREHOLDER LETTER Q3 2025 17 SHAREHOLDER LETTER Q3 2025 18 SHAREHOLDER LETTER Q3 2025 19
Key Highlights To Our Shareholders MARA’s large scale power operations gives us a distinct advantage, as the same energy and data center infrastructure Regardless of market conditions, our trajectory remains the same: building long-term value through energy ownership, Through this investment, we expect to deepen our AI technical capabilities and extend our reach internationally. By return potential. The market for large-scale two-phase systems remains early in its development and several years from As MARA continues to scale and broaden its scope, our value extends across multiple dimensions of digital infrastructure. Third Quarter Financial and Operational Discussion REVENUE PURCHASED ENERGY COSTS COST PER PETAHASH the end of Q3 last year to 228 employees at the end of bitcoin loaned, actively managed, or pledged as Our approach combines the potential for long-term CAPITAL SOURCES Earnings Webcast and Conference Call MARA Holdings, Inc. and Subsidiaries Three Months Ended September 30,Nine Months Ended September 30,(in thousands, except share and per share data)2025202420252024Reconciliation to Adjusted EBITDA:Net income (loss) attributable to common stockholders$123,128$(124,789)$398,164$12,725Interest income, net(4,929)(1,552)(3,779)(3,808)Income tax expense (benefit)37,678(49,161)127,010(42,767)Depreciation and amortization170,521104,967496,437300,199EBITDA326,398(70,535)1,017,832266,349Stock-based compensation expense38,46623,340142,237103,585Change in fair value of derivative instrument4,42258,234(42,717)35,235Impairment of assets - - 26,253 - Restructuring costs20,905 - 20,905 - Acquisition and integration costs1,475 - 1,475 - Net gain from extinguishment of debt(1,029) - (1,029) - Net (gain) loss on investments - 1,000(12,429)(4,236)Early termination expenses5,00010,3045,00038,061Adjusted EBITDA (1)$395,637$22,343$1,157,527$438,994 (1) Non-GAAP Financial Measures. In order to provide a more Investor Notice comprehensive understanding of the information used by our collateral) was approximately $6.8 billion as of that transforms energy into bitcoin will soon be used to produce intelligence. To prove this, we deployed AI inference operational excellence, and disciplined execution. We continue to advance toward our target of 75 EH/s of energized integrating Exaion’s enterprise-grade solutions with MARA’s global platform and experience operating large flexible loads, broad commercial adoption. Our core strength in Bitcoin mining, supported by one of the largest corporate bitcoin treasuries in the world, remains Q3 this year and administrative fees in support of our bitcoin appreciation with disciplined efforts to generate Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully management team in financial and operational decision-making, we Despite the increase in network difficulty, our revenues We define purchased energy costs as the amount paid Our cost per petahash per day improved 15% from $37.0 On July 25, 2025, we issued $1.025 billion of 0.00% Condensed Consolidated Statements of Operations (unaudited) September 30, 2025. racks and compute at our Granbury site this quarter, the beginning of our effort to leverage MARA ‘s hashrate by year-end 2025, while pursuing additional opportunities to maximize the value of every megawatt we manage. we aim to build a new kind of cloud - one that is AI-ready, secure, and resilient. central. But it is now reinforced by international expansion through Exaion, strategic energy initiatives like MPLX, and a expanded footprint, partially offset by lower marketing- return while managing risk. To a lesser extent, we have supplement our Condensed Consolidated Financial Statements that As we continue to expand our energy and compute platforms, our foundation remains rooted in Bitcoin. consider the risks, uncertainties and forward-looking statements described under the heading "Risk Factors" in our most increased 92% to $252.4 million from $131.6 million in the to power providers for power consumed related to our in the third quarter of 2024 to $31.3 dollars per petahash Convertible Senior Notes due 2032 and repurchased infrastructure for high-performance compute applications beyond Bitcoin mining. In the future, we plan to evaluate each megawatt’s return profile across Bitcoin mining, grid participation, and AI growing portfolio of opportunities that pair power assets with compute. We expect that each of these pillars will add related costs in the current period. also used bitcoin as a collateral to borrow under lines of Highlights have been prepared in accordance with generally accepted We believe electrons are the new oil, and energy is becoming the defining resource of the digital economy. Just as oil Subsequent to quarter-end, we also deployed the first ten racks of AI inference compute at our Granbury site recent annual report on Form 10-K and any other periodic reports that we may file with the U.S. Securities and Exchange third quarter of 2024. The increase was primarily driven owned Bitcoin mining operations. Our purchased energy per day in the third quarter of 2025. Due to our shift from approximately $19.4 million in aggregate principal Three Months Ended September 30,Nine Months Ended September 30,(in thousands, except share and per share data)2025202420252024Revenues$252,410$131,647$704,779$441,984Costs and operating expensesPurchased energy costs43,08026,988128,29159,189Operating and maintenance costs26,3109,36568,46640,774Third-party hosting and other energy costs75,66463,694212,876187,280General and administrative85,29658,744264,109181,142Depreciation and amortization167,312101,859486,950290,969Change in fair value of digital assets(234,240)(30,088)(686,105)(370,896)Change in fair value of derivative instrument4,42258,234(42,717)35,235Impairment of assets - - 26,253 - Taxes other than on income2,3541,9577,8866,022Early termination expenses5,00010,3045,00038,061Research and development8,7162,81326,5609,124Restructuring costs20,905 - 20,905 - Total costs and operating expenses204,819303,870518,474476,900Operating income (loss)47,591(172,223)186,305(34,916)Other income (loss)Change in fair value of digital assets - receivable, net108,859 - 339,339 - Interest income17,6893,89439,3158,775Interest expense(12,760)(2,342)(35,536)(4,967)Equity in net earnings of unconsolidated affiliate(1,711)(2,133)(2,626)(825)Other1,144(1,146)(1,891)1,891Total other income (loss)113,221(1,727)338,6014,874Income (loss) before income taxes160,812(173,950)524,906(30,042)Income tax benefit (expense)(37,678)49,161(127,010)42,767Net income (loss)$123,134$(124,789)$397,896$12,725Less: net (income) loss attributable to noncontrolling interest(6) - 268 - Net income (loss) attributable to common stockholders$123,128$(124,789)$398,164$12,725Net income (loss) per share of common stock - basic$0.33$(0.42)$1.13$0.05Weighted average shares of common stock - basic372,073,173294,942,685352,315,857277,643,666Net income (loss) per share of common stock - diluted$0.27$(0.42)$0.90$0.05Weighted average shares of common stock - diluted470,126,290294,942,685450,081,096282,651,034 workloads. Our North Star is directing power to where it delivers the greatest long-term value and maximizes profit per measurable and complementary value to our business. credit. accounting principles in the United States ("GAAP") with the nonfueled the industrial age, electricity now powers the digital one, and those who control abundant, low-cost energy hold This milestone marks the beginning of MARA’s evolution from a pure-play Bitcoin miner into a digital infrastructure within a modular non-water-cooled containerized data center. This site currently has 300MW of nameplate DEPRECIATION AND AMORTIZATION Commission (the "SEC"). If any of these risks were to occur, our business, financial condition or results of operations would Revenues increased 92% to $252.4 millionIN Q3 2025from $131.6 million in Q3 2024.Net income (loss) increased to $123.1 millionIN Q3 2025from ($124.8) million in Q3 2024. MARA will hold a webcast and conference call today, by a 88% increase in the average bitcoin price, which costs in the quarter were $43.1 million compared to an asset-light to a vertically integrated strategy, we amount of existing 1.00% convertible senior notes due GAAP financial measures of Adjusted EBITDA and return on capital megawatt hour. - Q3 2025 delivered record revenue and energized - Combined unrestricted cash and cash equivalents and the key to generating both value and intelligence. From Bitcoin mining to artificial intelligence (AI), every digital system company. It validates our ability to redirect power toward the most productive uses, whether storing value through bitcoin capacity, with potential opportunities to expand our growing AI inference business in combination with our Our leadership in mining is anchored in efficiency and scale, underpinned by consistently high uptime across our fleet and Historically, we have held bitcoin purchased or produced likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The November 4, 2025, at 9:30 a.m. Eastern time to discuss employed . contributed $113.3 million. We produced an average of $27.0 million in the prior year period. The $16.1 million believe we are well-positioned to reduce our operating 2026, resulting in a $1.0 million gain on extinguishment hashrate of 60.4 EH/s as of quarter end - the highest in BTC (including bitcoin loaned, actively managed, or Depreciation and amortization in the third quarter was requires energy to create economic output. At MARA, our mission is to harness massive volumes of low-cost power and or generating intelligence through inference. Internationally, we are expanding our footprint and deepening our relationships. Bitcoin mining operations at the site. steady growth in megawatts under management. Upon closing, we believe Exaion will position us to expand in Europe from our mining operations. During the third quarter of risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we its financial results for the quarter ended September 30, 23.3 BTC each day during the quarter compared to 22.5 increase was primarily driven by the expansion of our costs over time as we further expand our owned of debt. the company’s history. pledged as collateral) of $6.8 billion as of September 30, The Company defines Adjusted EBITDA as (a) GAAP net income (loss) $167.3 million, a $65.5 million increase from the same channel them toward their most productive use cases, whether that be Bitcoin mining where load flexibility is key, or AI with credibility and scale, while MPLX will validate our ability to replicate fuel-to-compute at gigawatt levels with 2025, we made a strategic change to our bitcoin currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be 2025. 2025. attributable to common stockholders plus (b) adjustments to add back BTC each day in the prior year period, which resulted in owned bitcoin mining operations through acquisitions initiatives. MARA plans to power the next era of compute, one where energy, value, and intelligence are fundamentally Over the past year, we have dedicated a significant amount of our time to Europe and the Middle East, where we believe This milestone marks a significant step forward in proving out our AI infrastructure and next-generation inference - Revenues increased 92% to $252.4 million in Q3 2025 quarter in the prior year. The change was predominantly In 2025, we raised $571.9 million from at-the-market where lowest cost per token is key. investment-grade partners. Together with our disciplined approach to energy and operations, these milestones move us investment approach and may opt to sell a portion of the the impacts of (1) interest, (2) income taxes, (3) depreciation and a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See 74 more BTC in the third quarter of 2025 as compared to and a 64% growth in our total hashrate to 60.4 EH/s. from $131.6 million in Q3 2024. - During the quarter, we issued $1.025 billion of 0.00% intertwined. there is tremendous opportunity to deploy our model of combining energy and compute. Through our CEO and hypothesis. It also demonstrates the versatility of our platform, highlighting that our mining sites can be repurposed to the result of deploying additional mining rigs since last ("ATM") equity sales which we primarily used for miner amortization and (4) adjustments for non-cash and/or non-recurring ContentsTo Our Shareholders3Financial and Operational Discussion10Earnings Webcast and Conference Call15Statements of Operations16Investor Notice19Forward-Looking Statements19 closer to our long-term vision: owning generation assets, driving toward low-cost energy, and maximizing the value of bitcoin produced from our mining operations to support "Forward-Looking Statements" below. Convertible Senior Notes due 2032, and repurchased the prior year period. Furthermore, we saw a 5% increase About MARA The convergence of energy and compute is reshaping global markets. As AI becomes institutionalized and bitcoin secures management team’s engagement with governments and major global power companies, we have established strong support high-value AI workloads alongside Bitcoin mining. - Cost per kWh remained at $0.04 for our owned sites in items, which currently include (i) stock-based compensation expense, Our cost per kWh remained at $0.04 for our owned sites year. Our energized hashrate grew 64% from 36.9 EH/s purchases, operating costs, acquisition of infrastructure $19.4 million of the 1.00% Senior Notes due 2026 at a Two strategic initiatives advance our mission. every megawatt we control. Over the next three to five years, our goal is to evolve into a vertically integrated digital our ongoing operating expenses. As part of our digital To register to participate in the conference call or to in the number of blocks won in the quarter compared to Q3 2025. Purchased energy cost per bitcoin was (ii) change in fair value of derivative instrument, (iii) impairment of its role as a strategic store of value, energy emerges as the foundational input that unites both systems. foundations for international growth. Early initiatives, such as our pending acquisition of Exaion, demonstrate the progress discount for $18.3 million. in Q3 2025. Purchased energy cost per bitcoin was as of Q3 2024 to 60.4 EH/s at the end of Q3 2025. and for other general corporate purposes. infrastructure operator combining energy generation, Bitcoin mining, and AI compute under one scalable platform. asset management strategy, we may, from time to time, listen to the live audio webcast, please use this link. The $39,235 in Q3 2025 from $32,433 in Q3 2024 due to assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) The first is our previously announced agreement to acquire a majority stake in Paris-based Exaion, a subsidiary of EDF, one the third quarter of last year. of these efforts, and we expect the robust pipeline to mature over time. We believe this will position MARA as a key global MARA (NASDAQ: MARA) is a vertically integrated digital $39,235 in Q3 2025 from $32,433 in Q3 2024 due to network difficulty. - Achieved a trailing twelve-month Adjusted ROCE of 27%, Forward-Looking Statements buy and/or sell bitcoin to generate incremental return or net gain from extinguishment of debt, (vii) net gain/loss on investments webcast will also be broadcast live and available for ADJUSTED EBITDA This additional liquidity gives us the flexibility to act of the world’s largest low-carbon energy producers. Once regulatory approvals are complete and closing conditions have “The core stance is that a workload-first approach - using private cloud for sensitive or critical AI workloads - helps balance player in the integrated energy and compute market, supporting our long-term goal of deriving 50% of our revenue from What unites these efforts is our culture, a focus on continuous improvement, operational discipline, and the ability to adapt underscoring our disciplined capital allocation strategy. energy and infrastructure company that leverages high- increase in network difficulty. Our purchased energy cost *Price of BTC as of last day of quarter and (viii) early termination expenses. The Company defines return on The Institutionalization of Bitcoin manage exposure to market conditions. replay via the investor relations section of our website. - Cost per petahash per day improved 15% from $37.0 in Adjusted EBITDA increased 1,671%$395.6 MILLIONcompared to $22.3 million in Q3 2024.Cost/petahash per day improved by 15%IN Q3 2025from Q3 2024. strategically, whether by acquiring more bitcoin, funding been met, we expect that Exaion will provide MARA with foundational expertise in tier III/IV data center management and agility, cost, and operational requirements for greater competitive advantage.” international operations by 2028. as compute and energy converge. With talented people across the company and growing engagement with investors, capital employed as (a) the average trailing four quarters' Adjusted intensity compute, such as Bitcoin mining, to monetize per bitcoin for owned mining sites was $39,235 for Q3 Q3 2024 to $31.3 in Q3 2025. - Agreed to acquire an approximate 64% ownership Adjusted EBITDA in the third quarter was $395.6 million M&A, or repaying debt. We're under no pressure to AI/HPC. We believe Exaion’s expertise and technology will position us as a credible partner for enterprises and compute EBITDA divided by (b) average capital employed calculated by Bitcoin has entered its institutional phase. Global financial leaders, from BlackRock to JP Morgan, are integrating Bitcoin regulators, and energy leaders, MARA is executing with clarity and confidence. We recognize that the market has yet to As of September 30, 2025, we held a total of 52,850 interest in Exaion, a subsidiary of EDF Pulse Ventures, for excess energy and optimize power management. We are - Gartner, Private Cloud Emerges As a Strategic Alternative to Enable D&A Use Cases, October 2025. 2025. Purchased energy costs may fluctuate depending NET INCOME AND EARNINGS In Europe, our solutions are being recognized as innovative approaches to addressing the region’s energy challenges. We compared to $22.3 million in the prior year period. - Net income increased to $123.1 million, or $0.27 per This presentation contains forward-looking statements within the meaning of the federal securities laws. All statements, deploy capital immediately; instead we're positioned to approximately $168.0 million, with the option to increase averaging the trailing four quarters of total assets less current liabilities. providers, enabling us to extend our reach beyond mining into private cloud and inference-as-a-service applications more Earnings Webcast and Conference Call Details into traditional financial frameworks as products and services. Even long-standing skeptics have acknowledged its fully value our diversification into owned energy and modular compute, and we believe continued execution across these bitcoin, including 17,357 bitcoin that were loaned, *including BTC loaned, actively managed and pledged as collateral *including BTC loaned, actively managed and pledged as collateral focused on two key priorities: strategically growing by on network difficulty level and/or seasonal fluctuations in diluted share, in Q3 2025 from net loss of ($124.8) million, MARA’s planned expansion into AI/HPC is a deliberate evolution. By 2030, there will be an approximately three-fold recently welcomed Gérard Mestrallet, President Macron’s special envoy on energy to the Middle East, a former board Increase in revenue, driven by higher average bitcoin our ownership to 75% in the future. Subject to regulatory other than statements of historical fact, included in this presentation are forward-looking statements. The words "may," act in response to market conditions in order to maximize rapidly. permanence as a store of value. For the first time, the financial system recognizes what Bitcoin miners have known all platforms will close that gap over time. actively managed or pledged as collateral. As such, Management uses Adjusted EBITDA and return on capital employed, or ($0.42) per diluted share, in Q3 2024. Net income We reported net income of $123.1 million, or $0.27 per approvals, the acquisition is intended to expand our shifting our model toward low-cost energy with more electricity rates. increase in AI power demand, but AI is scaling faster than the grid. MARA has been living in this future for years - securing member of Saudi Electric Company, and a well-respected energy leader, as an advisor to MARA. We believe his extensive price mined at a lower cost per petahash per day and an "will," "could," "anticipate," "expect," "intend," "believe," "continue," "target" and similar expressions or variations or long-term shareholder value. during the quarter includes $343.1 million gain on fair along with the supplemental information provided herein, as a means capabilities into AI/HPC infrastructure and enhance our DIGITAL ASSET MANAGEMENT Date: Tuesday, November 4, 2025 along: that Bitcoin is digital energy, a mechanism to capture, store, and transmit value. approximately 33% of our total holdings were activated diluted share, in the quarter compared to net loss of Today, we are advancing our strategy to secure key energy infrastructure through a joint initiative with MPLX efficient capital deployment and bringing to market a full While we continue to execute around AI inference and edge compute, our current capacity of 1.8 GW provides us the high quantities of low-cost energy, rapidly deploying compute, and optimizing operational efficiency. We seek to extract experience and strong relationships will enhance our international strategy and broaden our presence in key global energy I want to thank our employees for their extraordinary dedication and relentless work this quarter. The energy and increase in the change in fair value of digital assets value of digital assets. of understanding, managing and evaluating business performance and ability to deliver secure, scalable cloud solutions. negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements OPERATING AND MAINTENANCE COSTS through our digital asset management strategy. $124.8 million, or ($0.42) per diluted share, in the third LP (NYSE:MPLX), a separately traded public company formed by Marathon Petroleum Corporation As of September 30, 2025, we held $7 billion in liquid suite of solutions for data centers and edge inference - opportunity to expand inference on the edge, AI/HPC and Bitcoin mining. As we have previously stated, we expect to the most value from every electron, and we are now applying our Bitcoin mining expertise to leverage our energy and data Time: 9:30 a.m. Eastern time (6:30 a.m. Pacific time) to help inform operating decision-making. The Company relies MARA’s leadership in Bitcoin mining places us at the center of this structural shift. We operate a global fleet of energy-to- markets. commitment power, the progress we have achieved, and the opportunities we continue to unlock. To our shareholders, contributed to the higher adjusted EBITDA. contain these identifying words. Such forward-looking statements include, among other things, statements related to our Our strategy is distinct from other digital asset treasury - Adjusted EBITDA increased to $395.6 million in Q3 2025 Three Months Ended(in thousands, except return on capital employed)September 30, 2025June 30, 2025March 31, 2025December 31, 2024September 30, 2024Reconciliation of last twelve month ("LTM") net income to LTM Adjusted EBITDA (2):Net income (loss) attributable to common stockholders$926,692$678,775$(329,119)$541,253$164,551Interest income, net(3,686)(309)(4,452)(3,715)(4,068)Income tax expense (benefit)245,272158,433(81,728)75,495(26,692)Depreciation and amortization 637,792572,238518,371441,554372,749EBITDA1,806,0701,409,137103,0721,054,587506,540Stock-based compensation expense196,294181,168154,844157,642122,322Change in fair value of derivative instrument(75,909)(22,097)(40,037)2,04335,235Impairment of assets26,25326,253 - - - Restructuring costs20,905 - - - - Acquisition and integration costs1,475 - - - - Net gain on investments (12,429)(11,429)(11,429)(4,236)(4,236)Net gain from extinguishment of debt(14,150)(13,121)(13,121)(13,121) - Early termination expenses5,00010,30415,96438,06138,061Adjusted EBITDA$1,953,509$1,580,215$209,293$1,234,976$697,922LTM total assets$7,530,146$6,136,839$4,985,767$4,113,902$2,911,316Less: LTM total current liabilities340,990241,094155,64281,33265,972Average capital employed$7,189,156$5,895,745$4,830,125$4,032,570$2,845,344Return on capital employed (1)27%27%4%31%25% - Subsequent to September 30, 2025, we announced a quarter of last year. (NYSE:MPC), to develop and operate multiple integrated power generation facilities and state-of-the-art data assets, giving us the flexibility to fund domestic growth primarily on its Condensed Consolidated Financial Statements to including energy management, load balancing and pursue sovereign AI inference at the edge, a capital-efficient strategy centered on smaller, purpose-built data centers that center assets to build the next generation of AI infrastructure. Our mission remains the same: to harness large volumes of value infrastructure, transforming power directly into Bitcoin held on our balance sheet. This capability, to convert raw thank you for your continued support as we build MARA into the world’s leading digital energy and infrastructure Operating and maintenance costs during the quarter MARA's BTC HoldingsQuantityBitcoin, unrestricted35,493Bitcoin - ReceivableBitcoin - Loaned10,377Bitcoin - Actively Managed1,903Bitcoin - Pledged as Collateral5,07717,357Total52,850 from $22.3 million in Q3 2024. MARA remains one of the largest holders of bitcoin in the world, and it continues to be a core pillar of our business and a joint initiative with MPLX, a separately traded public strategy, future operations, growth targets and expansion into adjacent markets. Such forward-looking statements are management companies. As the second largest Registration link: LINK Deep discussions with the world’s biggest energy companies are unlocking new, large-scale opportunities for MARA. BALANCE SHEET understand, manage and evaluate its financial performance and uses center campuses in West Texas. and pursue international expansion. advanced cooling. align with our energy expertise and leverage our infrastructure capabilities along with Exaion’s expertise and technology. company formed by Marathon Petroleum Corporation, to power and channel them toward their most productive use cases, whether that be Bitcoin mining or AI/HPC. energy into a monetary instrument, forms the foundation of our broader strategy to transform energy into intelligence. company. totaled $26.3 million compared to $9.4 million in the prior key driver of long-term value. Our holdings increased to 52,850 BTC at the end of September, with 2,144 BTC mined The price of BTC improved from June 30, 2025 to based on management's current expectations about future events as of the date hereof and involve many risks and corporate holder of bitcoin globally, our strategy is not - For the quarter, total blocks won increased 5% in Q3 Energized hashrate ("EH/s") increased 64%TO 60.4 EH/S IN Q3 2025from 36.9 EH/s in Q3 2024.Bitcoin holdings increased 98%TO 52,850 BTC (C. $6.0B)Including 17,357 BTC loaned, actively managed and pledged as collateral as of September 30, 2025. non-GAAP financial measures only supplementally. Engagements with global supermajors now represent a significant pipeline of potential projects, underscoring the pivotal develop integrated power generation and data center This model avoids the heavy upfront CapEx of speculative hyperscale builds while positioning MARA to participate in a year period, an increase of $16.9 million. The increase in 2025 to 633 from 604 in Q3 2024. throughout the quarter, reflecting the strength of our operations. September 30, 2025, resulting in earnings being Under this initiative, MPLX will provide long-term access to lower-cost natural gas at scale, where MARA will develop on- At quarter end, we held 52,850 bitcoin, including 17,357 Electrons are the new oil - and we are laying the uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking merely to hold bitcoin passively, but to create campuses in West Texas. Energy, Sovereignty, and Intelligence From Value to Intelligence role we can play in helping energy producers monetize underutilized power by integrating compute into their Sincerely, We believe that adjusted EBITDA and return on capital employed are growing inference market that offers recurring, high-margin potential. these costs was primarily due to higher shipping and positively impacted by a gain on digital assets (including site power generation and compute infrastructure. The initial capacity is expected to reach ~400 MW, with the option to bitcoin loaned, actively managed, or pledged as groundwork for 2026 and beyond. We’re executing on a statements. Subsequent events and developments, including actual results or changes in our assumptions, may cause our shareholder value through disciplined, risk-adjusted If you have any difficulty connecting with the conference - Energized hashrate increased 64% to 60.4 EH/s in Q3 useful measures to us and to our investors because they exclude infrastructure. Together with our ongoing site energizations and infrastructure upgrades, this growing pipeline highlights We are not a bitcoin treasury company. Unlike others who rely on market purchases, MARA maximizes the value of - Deployed the first ten AI Inference racks at our Granbury For more information, visit www.mara.com, or follow us As enterprises and governments rethink how they manage data and inference, a new trend is emerging: repatriation from Artificial intelligence represents the next phase of this evolution. Intelligence itself is a product of energy and compute. warehouse fees and increased labor costs from our 2025 from 36.9 EH/s in Q3 2024. Deployed BTC receivable) of $343.1 million during the third quarter expand up to 1.5 GW across three planned sites. collateral. During Q3 2025, we mined 2,144 BTC. At pipeline of energy infrastructure projects, both in the U.S. certain financial, capital structure and/or non-cash items that we do views to change. We do not undertake to update our forward-looking statements except to the extent required by deployment of our holdings. We view bitcoin as a call, please contact MARA's investor relations team at We are jointly announcing a collaboration with MPLX LP (NYSE:MPLX), a separately traded public company the scale and ambition with which MARA is building for the future. site within a non-water-cooled modular data center, energy by producing bitcoin directly through mining, aligning our treasury with our core operations as a digital energy on: approximately 5,000 new miners with current energy public clouds to private infrastructure. The reasons are clear: control, predictability, and trust. Public hyperscalers offer Every insight produced by an AI model, every inference, has a cost measured in units of data processed - aka “tokens.” mining operations. not believe directly reflect our core operations and may not be of 2025. September 30, 2025, our BTC holdings were valued at and internationally, and we expect these investments to applicable law. Readers are cautioned not to place undue reliance on such forward-looking statements. All forward- productive asset, a source of liquidity, return, and longir@mara.com formed by Marathon Petroleum Corporation (NYSE:MPC), the largest petroleum refinery operator in the United marking a significant step forward in proving out our AI efficiency of 18.6 joules per terahash ("J/TH") as of company. We expect this initiative to build on MARA’s strategy to pair mining with power generation and grid connectivity to create scale, but they also introduce dependency, cost variability, and data exposure. In contrast, private and sovereign clouds indicative of our recurring operations, in part because they may vary Obtaining the lowest cost per token of inference is the primary economic driver of AI. Lowering that cost determines how Exaion marks a pivotal step in MARA’s evolution toward delivering secure cloud and AI/HPC solutions. Twitter@MARAHoldingsLinkedInMARAHoldingsFacebookMARAHoldingsInstagram@MARAHoldingsinc approximately $6.0 billion based on a spot price of expand our capabilities while keeping costs low. infrastructure. September 30, 2025. looking statements included herein are expressly qualified in their entirety by these cautionary statements. Our actual term capital appreciation. States, to develop and operate multiple integrated power generation facilities and advanced data center THIRD-PARTY HOSTING AND OTHER a dynamic, low-cost operating model. Grid interconnectivity enables flexibility to maximize the value of every unit of widely across time and within our industry independent of the deliver locality, security, and compliance, essential attributes for AI workloads that involve sensitive data or national much intelligence an enterprise can afford to generate. Cost per token is driven by a combination of the cost of energy On the financial front, we continue to operate with discipline and transparency. We remain focused on improving free cash $114,068 per bitcoin. results and outcomes could differ materially from those included in these forward-looking statements as a result of various campuses in West Texas. This initiative brings together MPLX’s Delaware Basin natural gas resources with MARA’s ENERGY COSTS MARA Chairman & CEO performance of our core operations. We believe that excluding these - At September 30, 2025, we held 52,850 BTC (including energy, helping to keep our effective cost of power among the lowest in the industry. Owning power is a critical Our dedicated digital asset management team, made up infrastructure. Through our pending acquisition of Exaion, a subsidiary of EDF, MARA seeks to advance this shift by and the cost of compute, which is the exact same economic driver as the mining of bitcoin. flow through ongoing cost optimization, site-level efficiency gains, and disciplined capital allocation. We have begun bitcoin loaned, actively managed, or pledged as items enables us to more effectively evaluate our performance period- factors, including, but not limited to, the factors set forth under the heading "Risk Factors" in our most recent annual report expertise in digital energy infrastructure to establish a dependable, scalable, and cost-efficient power foundation for our component of this strategy - it gives us greater control, stability, and resilience in a volatile energy market. We expect our of seasoned professionals with decades of combined “Private cloud is emerging as a strategic choice for organizations seeking more control, predictability, locality, and leveraging Exaion’s deep expertise in AI and private cloud operations, extending our capabilities into enterprise-grade collateral). During Q3 2025, we mined 2,144 BTC. opportunistically monetizing bitcoin from production to fund operating expenses and aim to limit reliance on our ATM to Third-party hosting and other energy costs consist of co- over-period and relative to our competitors. on Form 10-K and any other periodic reports that we may file with the SEC. This is where MARA’s energy expertise becomes our strategic advantage. As AI model usage grows exponentially and expanding compute operations. Total blocks won increased 5% to 633IN Q3 2025from 604 in Q3 2024.Purchased energy cost per BTC $39,235 IN Q3 2025for our owned sites. initiative with MPLX will provide a natural hedge: when electricity prices rise, we can sell more power and generate higher experience from traditional finance, including hedge customization for data and analytics needs. Enterprises are turning to private cloud to address public cloud challenges like inference, and data management. Together, we aim to build a new kind of cloud, one that is AI-optimized, efficient, and support growth initiatives, helping to mitigate shareholder dilution. location services related to third-party hosted sites and Adjusted EBITDA and return on capital employed are not recognized inference demand accelerates, we believe energy, not compute, becomes the primary constraint. Over time, the cost of revenues; when prices fall, we consume more energy for mining and produce more Bitcoin. In this model, electrons are the funds, institutional OTC trading desks, and Together, Exaion and MPLX connect the two sides of our business: energy and compute. One extends our reach into unpredictable costs, limited customization, data sovereignty, and vendor lock-in. Gartner reports a 48% increase in private secure by design. energy expenses related to mining other digital assets. In the second quarter, we entered into a SMA agreement financial measures under GAAP. When analyzing our operating results, Third Quarter Production Highlights compute will decrease dramatically as technology shifts from GPUs to ASICs (custom chips specialized at inference) and We are also actively managing a small portion of our bitcoin holdings through trading, which may introduce fluctuations new oil, a core asset driving both profitability and innovation across our operations. By securing access to lower-cost cryptocurrency markets, actively manage our BTC to MARA Chief Financial Officer enterprise-grade AI infrastructure; the other strengthens our control over energy generation. Combined, we expect these cloud inquiries over the past year.” investors should use them in addition to, but not as an alternative for, MARA Company Contacts: Third-party hosting and other energy costs in the quarter with an external full-service registered investment In parallel, the initiative we announced today with MPLX, a separately traded public company formed by Marathon foundation models (LLMs) become open-sourced, resulting in cost of energy remaining the only constant. We are already into wallet balances, while the majority of our activated bitcoin remains invested in our lending program. To streamline our energy and vertically integrating power generation, we expect to further reduce our cost per petahash, enhance gross the most directly comparable financial results calculated and support operations and strategic growth. The team is initiatives will deepen MARA’s expertise in transforming how energy is created, managed, and monetized. Prior Quarter ComparisonMetricQ3 2025Q2 2025% ΔNumber of Blocks Won633694(9)%BTC Produced2,1442,358(9)%Average BTC Produced per Day23.325.9(10)%Share of Available Miners Rewards (1)5.0%5.7%N/AEnergized Hashrate (EH/s) (2)60.457.45% were $75.7 million compared to $63.7 million in the prior advisor. As of September 30, 2025, a total of 1,903 - Gartner, Private Cloud Emerges As a Strategic Alternative to Enable D&A Use Cases, October 2025. Petroleum Corporation, anchors the other side of our strategy: control our own power generation. Through our planned seeing the start of lower cost compute as new vendors and open-sourced models enter the market. By owning low-cost, communications, we will no longer publish monthly production reports and will share this information on a quarterly basis. presented in accordance with GAAP. Because our calculation of these margins, and position the company for long-term growth as it expands into high-performance computing and AI-driven pioneering a new era of bitcoin treasury and digital asset Telephone: 1.800.804.1690 year period, an increase of $12.0 million. The increase bitcoin were held and actively managed within the SMA. Our strategy remains grounded in ownership: of energy assets, of sites, and of the technologies that convert development of integrated power and data campuses in West Texas, we are positioning MARA to pair lower-cost natural non-GAAP financial measures may differ from that of other companies, reliable power, we believe MARA is positioned to convert that power into scalable intelligence at an efficient marginal cost Investors can continue to monitor our MARA Pool production in real-time on the mempool (mempool.space). workloads. GENERAL AND ADMINISTRATIVE management through trusted institutional was primarily due to the addition of energized miners The SMA seeks to generate returns while limiting risk, our presentation of these measures may not be comparable to similarly power into value. By driving toward low-cost energy, we enhance both efficiency and economic resilience while gas and renewable generation with advanced compute infrastructure. This model vertically integrates the full energy per token. We see energy ownership as the foundation of competitive advantage in AI, just as it is in Bitcoin. Email: ir@mara.com counterparties and disciplined return strategies. By We rescheduled our investor day to ensure we would be able to provide a more complete view of MARA’s long-term titled measures of other companies. In August, MARA signed an agreement to acquire a stake of approximately 64% in Exaion. As a subsidiary of EDF, Exaion We are evaluating prospective sites to support modular AI and HPC data centers alongside mining operations, creating and the expansion of third-party hosted facilities and maintaining liquidity with short notice, following an capturing more value from every megawatt we manage. Bitcoin mining remains a cornerstone of this model, a proven stack, from fuel to compute, promoting both lower-cost power and operational resilience. In the third quarter of 2025, general and administrative activating a portion of our holdings through lending, Building the Hybrid Model strategy. It is important that we can discuss Exaion’s impact on our business in detail and demonstrate how it strengthens MARA Media Contact: brings deep expertise in secure AI infrastructure and long-standing partnerships with leading global energy companies. optionality for future AI inference workloads. MARA’s approach is to deploy smaller, modular facilities directly at low-cost compared to the prior year period. Our pivot from asset- initial one-year lockup. In addition, our digital asset (2) Last twelve months ("LTM") net income and Adjusted EBITDA digital energy technology that monetizes underutilized energy and a foundation for how we store value directly on our expenses, excluding stock-based compensation, was Cost per kWh: $0.04FOR Q3 2025.Mined 2,144 BTC and purchased 2,257 BTCIN Q3 2025. Owning the means of energy production gives MARA the flexibility to determine where and how each megawatt is structured trading arrangements, and collateralized our position as a digital infrastructure provider. represent the summation of each of the financial measures for the The transaction and capital injection, valued at approximately $168.0 million, includes an option to increase MARA’s power sites instead of building hyperscale campuses. This distributed model allows us to capture value at the inference light to vertically integrated helped to reduce our management team may, from time to time, engage in Our vision is to integrate these two energy pathways, Bitcoin and AI, into a single platform that captures the full value of balance sheet. Email: mara-jf@joelefrank.com $47.6 million compared with $35.4 million in the prior deployed to optimize its value, whether to mine bitcoin, power AI inference, or balance the grid. Profit per megawatt hour financing, we seek to generate incremental income that quarters ended September 30, 2025, June 30, 2025, March 31, 2025, ownership to 75% by 2027 and is expected to close shortly after receiving regulatory approvals that we expect to receive layer while continuing to monetize mining and grid sales. This modular structure also gives MARA the optionality to shift electricity cost per coin to one of the lowest in this various bitcoin denominated trades such as options, energy conversion. Bitcoin mining monetizes underutilized energy, stabilizing grids and creating a financial store of value. Finally, we continue to strengthen MARA’s position at the intersection of energy, technology, and policy. Our recent year period. This increase in expenses was primarily due December 31, 2024 and September 30, 2024. As we strengthen this foundation, we remain mindful of the broader macro environment. Bitcoin has traded in a relatively becomes the key performance indicator that will measure our efficiency in converting energy into value. we expect will help fund operations, expand in Q4. capacity toward HPC over time as economics and infrastructure maturity support greater AI utilization. We believe MARA sector. As we transition towards a more owned and futures, swaps and spot transactions to generate AI inference transforms that same energy into insights that increase economic productivity and value (e.g., improved government summit, which included representatives from the White House and other global institutions, underscores our to the continued strategic expansion of our business and As our bitcoin holdings grow, we expect BTC price narrow range since the end of Q2 with intermittent volatility to both up and downside, suggesting a period of infrastructure, and reduce our cost of capital. Our 1.Defined as the total amount of block rewards including transaction fees that MARA earned during the period divided by the total amount of block rewards and transaction fees awarded by is positioned to capitalize on a key structural advantage as power becomes the primary constraint in AI growth. operated model, phase out third-party hosted contracts additional returns on our bitcoin holdings. We can incur From Energy to Intelligence: Deploying the First AI Inference Racks decision making, reduced downtime, and better utilization of production assets). By bringing Bitcoin mining and AI *including BTC loaned, actively managed and pledged as collateral *including BTC loaned, actively managed and pledged as collateral role as a trusted industry leader helping to shape the future of digital infrastructure and energy integration at the highest our pivot from an asset-light to a vertically integrated Exaion develops and operates HPC data centers that provide cloud and AI inference services, complementing MARA’s volatility to have a greater impact on our earnings. For the Bitcoin network during the period. consolidation characterized by institutional inflows to ETF/ETP products, balanced by some long-term holder profit taking strategy balances upside participation in bitcoin over time, and bring low-cost sites like wind farms online, losses on short term trades or positions. together, we aim to maximize the value of every megawatt hour we manage. levels of government and enterprise. model. The increase reflects the scaling of our core strengths in energy optimization and large-scale infrastructure management. This move comes as enterprises place While we continue to recognize the long-term potential of two-phase immersion and direct-to-chip cooling, we have Artificial intelligence is now the fastest growing source of energy demand in the world, and the economics of compute are example, a $10,000 change in the price of BTC would 2.Defined as the amount of hashrate that could theoretically be generated if all miners that have been energized are currently in operation including miners that may be temporarily offline. at peaks. With the Federal Reserve cutting interest rates, and M2 money supply expanding, liquidity conditions are appreciation with near-term cash flow generation, while Unrestricted cash and cash equivalents totaled $826.4 we expect costs on a unit basis to continue to improve. Hashrates are estimates based on the manufacturers’ specifications. All figures are rounded. operations, higher personnel costs associated with growing emphasis on air-gapped data and secure AI infrastructure, with Gartner forecasting that by 2028, over half of exited near-term investment in these technologies to focus resources on opportunities with more immediate and higher- shifting from cost per chip to cost per token. Every inference consumes electricity, making energy efficiency the defining drive a swing in earnings of nearly $530 million, solely improving. However, uncertainty in global trade dynamics and signs that tech-heavy equity markets may be peaking In conclusion maintaining substantial liquidity to respond to market million, up from $391.8 million as of December 31, 2024. headcount growth from approximately 130 employees at multinational enterprises will have established formal digital sovereignty strategies. factor in how much intelligence can be generated per dollar. due to our substantial bitcoin reserves. suggest a period of Bitcoin consolidation with bouts of volatility. opportunities. Combined, our balance of cash and BTC (including