Open the filing on EDGARSHAREHOLDER LETTER Q4 2025 3 SHAREHOLDER LETTER Q4 2025 4 SHAREHOLDER LETTER Q4 2025 5 SHAREHOLDER LETTER Q4 2025 6 SHAREHOLDER LETTER Q4 2025 7 SHAREHOLDER LETTER Q4 2025 8 SHAREHOLDER LETTER Q4 2025 9 SHAREHOLDER LETTER Q4 2025 10 SHAREHOLDER LETTER Q4 2025 11 SHAREHOLDER LETTER Q4 2025 12 SHAREHOLDER LETTER Q4 2025 13 SHAREHOLDER LETTER Q4 2025 14 SHAREHOLDER LETTER Q4 2025 15 SHAREHOLDER LETTER Q4 2025 16
Key Highlights To Our Shareholders Early on, scale, and installed capacity defined competitiveness, leading to an asset-light model. Over application as market conditions evolve, compounding asset value while preserving optionality across uptime, maintenance efficiency, and productivity across our existing fleet. We expect these efficiency Fourth Quarter and Full Year 2025 Financial and Operational Discussion The financial results discussed in this letter are preliminary, negatively impacted by a change in fair value of digital $31,608 in Q4 2024. The increase was primarily due to in the fourth quarter of 2025. Over the past 11 quarters, declined modestly compared to the prior year period, the DIGITAL ASSET MANAGEMENT acquisition of infrastructure, and for other general Earnings Webcast and Conference Call MARA Holdings, Inc. and Subsidiaries Three Months Ended December 31,Year Ended December 31,(in thousands, except share and per share data)2025202420252024Reconciliation to Adjusted EBITDA:Net income (loss) attributable to common stockholders$(1,709,644)$528,528$(1,311,480)$541,253Interest expense (income), net(3,695)93(7,474)(3,715)Income tax expense (benefit)(183,386)118,262(56,376)75,495Depreciation and amortization289,960141,355786,397441,554EBITDA(1,606,765)788,238(588,933)1,054,587Stock-based compensation expense30,05854,057172,295157,642Change in fair value of derivative instrument2,345(33,192)(40,372)2,043Impairment of goodwill and other assets82,777 - 109,030 - Restructuring costs2,891 - 23,796 - Acquisition and integration costs530 - 2,005 - Net gain from extinguishment of debt - (13,121)(1,029)(13,121)Net gain on investments(187) - (12,616)(4,236)Early termination expenses - - 5,00038,061Adjusted EBITDA (1)$(1,488,351)$795,982$(330,824)$1,234,976 (1) Non-GAAP Financial Measures. In order to provide a more Investor Notice unaudited, and subject to the completion of our year-end comprehensive understanding of the information used by our assets (including digital assets - receivable, net) of ($1.5 higher global network difficulty, which outpaced our our cost per petahash has improved by 36%. decrease in bitcoin price led to a significant negative corporate purposes. As of December 31, 2025, we held time, it became clear that infrastructure control and operational execution drive durable value, cycles. gains to strengthen unit economics and improve resilience across market cycles. closing procedures and audit. Final results will be provided in 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 As of December 31, 2025, we held a total of 53,822 Consolidated Statements of Operations (unaudited) our Annual Report on Form 10-K for the year ended December billion) during the fourth quarter of 2025. hashrate growth and reduced bitcoin mined per unit of change in the fair value of digital assets, compounded by $5.3 billion in liquid assets. particularly as energy constraints tightened. This conviction led us to prioritize site ownership and supplement our Consolidated Financial Statements that have been consider the risks, uncertainties and forward-looking statements described under the heading "Risk Factors" in our most 31, 2025. bitcoin, including 15,315 bitcoin that were loaned or That progress is already visible. We closed our investment in Exaion, expanding our capabilities Our bitcoin holdings also represent a liquid balance sheet asset that provides strategic optionality and energy. The increase in power costs was largely driven higher purchased energy costs, for both the fourth prepared in accordance with generally accepted accounting principles This quarter, we are accelerating MARA’s expansion into AI and high-performance compute with the recent annual report on Form 10-K and any other periodic reports that we may file with the U.S. Securities and Exchange power control. As AI workloads gained traction, we recognized that long-term economics would pledged as collateral. As such, approximately 28% of our Three Months Ended December 31,Year Ended December 31,(in thousands, except share and per share data)2025202420252024Revenues$202,314$214,394$907,093$656,378Costs and operating expenses (income)Purchased energy costs50,75038,971179,04198,160Operating and maintenance costs27,51823,05495,98463,828Third-party hosting and other energy costs79,36769,996292,243257,276General and administrative85,83272,822349,941253,964Depreciation and amortization285,818138,216772,768429,185Change in fair value of digital assets990,732(442,918)304,627(813,814)Change in fair value of derivative instrument2,345(33,192)(40,372)2,043Impairment of goodwill and other assets82,777 - 109,030 - Taxes other than on income1,2822,3139,1688,335Early termination expenses - - 5,00038,061Research and development3,5574,10530,11713,229Restructuring costs2,891 - 23,796 - Total costs and operating expenses (income)1,612,869(126,633)2,131,343350,267Operating income (loss)(1,410,555)341,027(1,224,250)306,111Other income (loss)Change in fair value of digital assets - receivable, net(460,381)299,796(121,042)299,796Interest income16,5407,93655,85516,711Interest expense(12,845)(8,029)(48,381)(12,996)Equity in net earnings of unconsolidated affiliate(2,073)(680)(4,699)(1,505)Other(23,860)(6,626)(26,780)(4,735)Total other income (loss)(482,619)305,518(144,018)310,392Income (loss) before income taxes(1,893,174)646,545(1,368,268)616,503Income tax benefit (expense)183,386(118,262)56,376(75,495)Net income (loss)$(1,709,788)$528,283$(1,311,892)$541,008Less: net loss attributable to noncontrolling interest144245412245Net income (loss) attributable to common stockholders$(1,709,644)$528,528$(1,311,480)$541,253Net income (loss) per share of common stock - basic$(4.52)$1.36$(3.69)$1.87Weighted average shares of common stock - basic378,607,810388,689,395355,167,578289,961,989Net income (loss) per share of common stock - diluted$(4.52)$1.24$(3.69)$1.72Weighted average shares of common stock - diluted378,607,810419,880,332355,167,578311,841,347 -4% by seasonal factors and adverse weather events. quarter and the full year. in the United States ("GAAP") with the non-GAAP financial measures of and positioning MARA to participate directly in sovereign-grade AI and high-performance liquidity management flexibility. While the timing of a recovery in bitcoin prices is difficult to predict, REVENUE Commission (the "SEC"). If any of these risks were to occur, our business, financial condition or results of operations would Revenues decreased 6% to $202.3 millionIN Q4 2025from $214.4 million in Q4 2024.Net income (loss) decreased to ($1.7 billion)IN Q4 2025from $528.5 million in Q4 2024. Highlights MARA will hold a webcast and conference call today, announcement of our strategic joint venture with Starwood Digital Ventures (“Starwood”). total holdings were activated through our digital asset concentrate at the inference layer rather than in hosting alone, prompting us to expand our Adjusted EBITDA and Return on Capital Employed . computing opportunities. While Starwood enables hyperscale infrastructure development, Exaion our long-term conviction in the asset class remains unchanged. We believe that recent volatility OPERATING AND MAINTENANCE COSTS BALANCE SHEET likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The February 26, 2026, at 5:00 p.m. Eastern Time (2:00 p.m. management strategy. Under our lending arrangements, Our revenues decreased 6% to $202.3 million from This partnership marks an important step forward in the evolution of our platform and reflects the capabilities. Infrastructure drives scale; enterprise deployment drives margin. The Company defines Adjusted EBITDA as GAAP net income (loss) enables the enterprise and sovereign deployment layer of AI. reflects broader macro uncertainty rather than a deterioration in bitcoin’s underlying fundamentals. risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we Pacific Time) to discuss its financial results for the - As of December 31, 2025, we delivered record energized - Deployed approximately 35,000 new miners with a total of 9,377 bitcoin were loaned to counterparties, $214.4 million in the fourth quarter of 2024. The decrease attributable to common stockholders plus adjustments to add back the intentional transformation of our business from a pure-play Bitcoin miner into an energy and digital Operating and maintenance costs during the fourth At year end, we held 53,822 bitcoin, including 15,315 hashrate of 66.4 EH/s, increasing 25% from 53.2 EH/s as current energy efficiency of 18.6 joules per terahash ("J/ currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be quarter and fiscal year ended December 31, 2025. In 2025, as HPC conversions accelerated and inbound interest from hyperscalers increased, we saw impacts of (1) interest, (2) income taxes, (3) depreciation and generating approximately $32.1 million of interest income was primarily driven by a 14% decrease in the average Exaion is part of our broader international strategy to position MARA as a power- Looking forward of December 31, 2024. TH") as of December 31, 2025. quarter of 2025 totaled $27.5 million compared to $23.1 bitcoin loaned or pledged as collateral. During Q4 2025, infrastructure company. amortization and (4) adjustments for non-cash and/or non-recurring a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See during the year. clear strategic value in our owned sites. That perspective ultimately led to today’s announcement with price of bitcoin mined over the quarter. MARA Chief Financial Officer million in the prior year period, an increase of $4.5 million. we mined 2,011 BTC. As of December 31, 2025, our BTC items, which currently include (i) stock-based compensation expense, advantaged digital infrastructure platform beyond the United States. Building on our proven - Revenues decreased 6% to $202.3 million in Q4 2025 - At December 31, 2025, we held 53,822 BTC (including ContentsTo Our Shareholders3Financial and Operational Discussion7Earnings Webcast and Conference Call12Statements of Operations13Investor Notice16Forward-Looking Statements16 "Forward-Looking Statements" below. MARA has evolved far beyond the asset-light, hosted model of its past. Today, we operate a vertically Starwood Digital Ventures, ensuring quality tenancy and disciplined development while preserving (ii) change in fair value of derivative instrument, (iii) impairment of from $214.4 million in Q4 2024. For 2025, revenues grew digital assets - receivable, net). During Q4 2025, we Operating and maintenance costs during 2025 totaled holdings were valued at approximately $4.7 billion based MARA's BTC HoldingsAs of December 31, 2025QuantityBitcoin, unrestricted38,507Bitcoin - ReceivableBitcoin - Loaned9,377Bitcoin - Pledged as Collateral5,93815,315Total53,822 For the year ended December 31, 2025, we generated To register to participate in the conference call or to success in the UAE and the recent launch of our pilot site in Oman, we are advancing goodwill and other assets, (iv) restructuring costs, (v) acquisition and 38% to $907.1 million from $656.4 million in 2024. mined 2,011 BTC, for a total of 8,799 mined during the integrated portfolio spanning power and compute at scale. Power ownership guides every decision Under the partnership, MARA and Starwood will develop, finance and operate next- About MARA $96.0 million, compared to $63.8 million in 2024, an on a spot price of $87,498 per bitcoin. long-term value for our shareholders. revenues of $907.1 million, compared to $656.4 million in listen to the live audio webcast, please use this link. The year. integration costs, (vi) net gain from extinguishment of debt, (vii) net discussions with major energy companies in France regarding global opportunities, including - Our cost per kWh was $0.04 for our owned sites in 2025. we make, from capital allocation and partnerships to organizational design. Bitcoin mining remains the generation digital infrastructure capable of meeting growing demand from enterprise, increase of $32.2 million. The increase was primarily due the prior year. The $250.7 million, or approximately 38%, Forward-Looking Statements gain (loss) on investments and (viii) early termination expenses. The webcast will also be broadcast live and available for Purchased energy cost per bitcoin was $48,611 in Q4 - Combined unrestricted cash and cash equivalents and The Next Decade in Brazil, as well as domestic energy producers in Saudi Arabia. These initiatives reflect a Company defines Return on Capital Employed as (a) the average to higher shipping and warehouse fees and increased increase in revenues, was primarily driven by a 53% backbone of our enterprise, distinctly capable of monetizing energy at scale, while AI and advanced MARA (NASDAQ: MARA) is an energy and digital hyperscale, and AI customers across MARA’s existing power-rich portfolio. MARA will replay via the investor relations section of our website. Adjusted EBITDA decreased to ($1.5 billion)IN Q4 2025compared to $796.0 million in Q4 2024.Cost/petahash per day decreased by 4%IN Q4 2025from Q4 2024. 2025, up from $31,608 in Q4 2024. BTC (including bitcoin loaned or pledged as collateral) of Adjusted EBITDA for the trailing four quarters divided by (b) average disciplined approach to expanding our global footprint across energy-rich regions where labor costs from our mining operations. $5.3 billion as of December 31, 2025. increase in the average price of bitcoin mined, which infrastructure company that deploys digital energy Looking ahead, we believe the next decade of digital infrastructure will be shaped less by compute compute extend the durability and flexibility of the platform. contribute dedicated, energy-advanced data center sites, while Starwood will lead design, capital employed, calculated by averaging the trailing four quarters of - Cost per petahash per day was $30.5 for Q4 2025, a access to reliable, scalable power supports long-term infrastructure development. contributed $301.4 million. This was partially offset by a technologies to advance the world’s energy systems. This shareholder letter contains forward-looking statements within the meaning of the federal securities laws. All slight decline of 4% from Q3 2025 and improved 16% for - First quarter since 2022 with no at-the-market offering total assets less current liabilities. THIRD-PARTY HOSTING AND OTHER Earnings Webcast and Conference Call Details availability and more by energy constraints. AI adoption is accelerating faster than grids can expand. development, tenant sourcing, construction, and facility operation, with Starwood providing We view 2026 as an inflection point. With infrastructure in place, upgrades underway, the Starwood program ("ATM") usage. $28.4 million decrease in bitcoin production and a $22.3 GENERAL AND ADMINISTRATIVE the full year in 2025. Harnessing the power of compute, MARA transforms statements, other than statements of historical fact, included in this shareholder letter are forward-looking statements. ENERGY COSTS Management uses Adjusted EBITDA and Return on Capital Employed, We also increased our footprint in Nebraska through the acquisition of a 42-megawatt data center Interconnection queues are lengthening, power costs are rising, and access to reliable, scalable investment expertise to support enhanced project level economics. million decrease in other revenue, primarily reflecting excess energy into digital capital, balancing the grid and partnership advancing select assets toward hyperscale tenancy, and Exaion expanding our enterprise PURCHASED ENERGY COSTS The words "may," "will," "could," "anticipate," "expect," "intend," "believe," "continue," "target" and similar expressions or - Acquired a 42 MW operational data center in central - Net loss was ($1.7 billion), or ($4.52) per diluted share, in together with the supplemental information provided herein, to Date: Thursday, February 26, 2026 In the fourth quarter of 2025, general and administrative adjacent to an existing site. With attractive power rates, we expect this acquisition to lower our energy has become the binding constraint for AI and high-performance compute. Third-party hosting and other energy costs consist of co- Nebraska, expected to lower our average mining costs at revenue from hosting services in the prior year period. Q4 2025 compared to net income of $528.3 million, or accelerating the deployment of critical infrastructure. understand, manage and evaluate business performance and to inform variations or negatives of these words are intended to identify forward-looking statements, although not all forward- AI capabilities, we are positioned to execute on our strategy. Together, Starwood and Exaion To ensure successful execution, we believe it is critical to partner with best-in-class operators. our Nebraska campus. ("G&A") expenses, excluding stock-based compensation, $1.24 per diluted share, in Q4 2024. Net loss during the We define purchased energy costs as the amount paid location services related to third-party hosted sites and Time: 5:00 p.m. Eastern Time (2:00 p.m. Pacific operating decision-making. The Company relies primarily on its average cost to mine at our Nebraska campus while strengthening our owned infrastructure footprint Building on its expertise to redefine the future of energy, looking statements contain these identifying words. Such forward-looking statements include, among other things, Three Months Ended(in thousands, except return on capital employed)December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2024Reconciliation of last twelve month ("LTM") net income to LTM Adjusted EBITDA (2):Net income (loss) attributable to common stockholders$(1,311,480)$926,692$678,775$(329,119)$541,253Interest income, net(7,474)(3,686)(309)(4,452)(3,715)Income tax expense (benefit)(56,376)245,272158,433(81,728)75,495Depreciation and amortization 786,397637,792572,238518,371441,554EBITDA(588,933)1,806,0701,409,137103,0721,054,587Stock-based compensation expense172,295196,294181,168154,844157,642Change in fair value of derivative instrument(40,372)(75,909)(22,097)(40,037)2,043Impairment of goodwill and other assets109,03026,25326,253 - - Restructuring costs23,79620,905 - - - Acquisition and integration costs2,0051,475 - - - Net gain on investments (12,616)(12,429)(11,429)(11,429)(4,236)Net gain from extinguishment of debt(1,029)(14,150)(13,121)(13,121)(13,121)Early termination expenses5,0005,00010,30415,96438,061Adjusted EBITDA$(330,824)$1,953,509$1,580,215$209,293$1,234,976LTM total assets$7,651,541$7,530,146$6,136,839$4,985,767$4,113,902Less: LTM total current liabilities447,659340,990241,094155,64281,332Average capital employed$7,203,882$7,189,156$5,895,745$4,830,125$4,032,570Return on capital employed (1)(5)%27%27%4%31% quarter includes a ($1.5 billion) loss on fair value of digital This dynamic fundamentally reshapes where value is created. represent complementary components of a unified strategy: one converts energy into contracted Starwood brings proven development execution, financing capability, and established relationships were $56.6 million, compared to $18.8 million in the prior Consolidated Financial Statements to evaluate financial performance In the second quarter, we entered into a separately to power providers for power consumed related to our energy expenses related to mining digital assets other Time) - Acquired a 64% stake in Exaion to expand our AI and MARA develops technologies that reduce the energy and providing option value for future AI and HPC workloads. statements relating to our strategic joint venture with Starwood, including the structure, timing and expected benefits of assets. Full year net loss was ($1.3 billion) compared to and uses non-GAAP financial measures only supplementally. hyperscale infrastructure value; the other converts energy into enterprise-grade AI services and HPC infrastructure capabilities. with prospective tenants, complementing MARA’s energized sites, and flexible compute year period. For the full year, G&A expenses, excluding managed account ("SMA") agreement with an external owned Bitcoin mining operations. Our purchased energy net income of $541.0 million in 2024 than bitcoin. Third-party hosting and other energy costs demands of high-performance computing applications, We believe MARA is strategically advantaged in this environment. We control power-rich sites the partnership; plans to develop, finance and operate digital infrastructure projects; our ability to fund, scale and allocate Energized hashrate ("EH/s") increased 25%TO 66.4 EH/S IN Q4 2025from 53.2 EH/s in Q4 2024.Bitcoin holdings increased 20%TO 53,822 BTC (C. $4.7B)Including 15,315 BTC loaned or pledged as collateral as of December 31, 2025.
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stock-based compensation, were $181.3 million, We believe that Adjusted EBITDA and Return on Capital Employed are registered investment advisor. For the year ended We have also secured nearly 2 gigawatts of capacity through ownership and long-term contractual costs in the fourth quarter of 2025 were $50.8 million, integration margin. Both provide us long-term demand visibility, disciplined development execution, infrastructure. in the fourth quarter of 2025 were $79.4 million, - Activated 15,315 BTC under our digital asset from AI to the edge. capital to joint venture projects; expected demand from enterprise, hyperscale and AI customers; expansion into artificial - Adjusted EBITDA was ($1.5 billion) in Q4 2025, compared located at critical intersections of generation, transmission, and load. Our infrastructure is modular, useful to us and to our investors because they exclude certain financial, management strategy, generating approximately compared to $96.3 million in 2024. The increase reflects December 31, 2025, the SMA incurred a net loss of compared to $39.0 million in the prior year period. For to $796.0 million in Q4 2024, primarily due to a decrease compared to $70.0 million in the prior year period, an rights and are strengthening durability by bringing generation in-house. This includes our owned wind and a clear path to cash flow while preserving long-term optionality. intelligence, inference and high-performance compute; anticipated benefits of our investment in Exaion; and potential capital structure and/or non-cash items that we do not believe directly $32.1 million of interest income for the year ended scalable, and designed to support multiple workloads. Because our sites are already energized, we We believe partnering with Starwood positions MARA to participate meaningfully in the highest in the fair value of our bitcoin holdings. Full year adjusted the scaling of our operations, higher personnel costs approximately $22.1 million. In December 2025, we the year ended December 31, 2025, our purchased increase of $9.4 million. For the full year, third-party December 31, 2025. reflect our core operations or may not be indicative of our recurring domestic and international expansion opportunities. Such forward-looking statements are based on management's farm and our NGON gas-to-power operations, which doubled from 25 megawatts to 50 megawatts If you have any difficulty connecting with the conference EBITDA was ($330.8 million), compared to adjusted can deploy capacity on timelines measured in months rather than years, and at economics that reflect Our focus remains absolute: operational delivery, disciplined capital allocation, and directing energy to associated with headcount growth, and administrative demand segments of the data center market, including enterprise, hyperscale and AI, where terminated the agreement and withdrew the remaining energy costs were $179.0 million, compared to $98.2 hosting and other energy costs were $292.2 million *including BTC loaned, actively managed or pledged as collateral operations. These items may vary significantly over time and across EBITDA of $1.2 billion in the prior year. current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause call, please contact MARA's investor relations team at during the quarter. These assets support lower-cost mining operations while reducing emissions. - Announced a joint venture with Starwood to develop AI fees in support of our expanded global footprint. companies within our industry independent of core operating bitcoin from the SMA. million in the prior year. The increases were primarily energy ownership rather than grid scarcity pricing. its highest-value use. Supported by partners like Starwood that bring scale, credibility, and proven compared to $257.3 million in 2024, an increase of $35.0 institutional credibility, development certainty, and tenant relationships are decisive competitive *Price of BTC as of last day of quarter and HPC infrastructure at select power-rich sites across our actual results to differ materially from those expressed or implied in our forward-looking statements. Subsequent ir@mara.com - Total blocks won decreased 15% in Q4 2025 to 595 from Unrestricted cash and cash equivalents totaled $547.1 performance. We believe that excluding these items allows for more driven by the expansion of our owned mining sites and a our existing portfolio. million. These increases were primarily driven by an Given the recent decline in Bitcoin price and impact of our joint venture with Starwood, which we 703 in Q4 2024. For the full year, blocks won grew 21% to execution, we believe MARA is distinctly positioned to deliver durable, long-term returns for our advantages. DEPRECIATION AND AMORTIZATION events and developments, including actual results or changes in our assumptions, may cause our views to change. We do Historically, we held the bitcoin we produced as a longmeaningful period-over-period comparisons and improved million as of December 31, 2025, up from $391.8 million in Advancing Our Digital Energy and Compute Platform 2,588 from 2,132 in 2024. For more information, visit www.mara.com, or follow us 25% increase in our total hashrate to 66.4 EH/s. opportunistic deployment of more mining rigs at certain NET INCOME (LOSS) comparability relative to other companies. not undertake to update our forward-looking statements except to the extent required by applicable law. Readers are term investment. In the second half of 2025, we began believe will be accretive, we are prioritizing capital allocation toward the highest-value near-term shareholders. the prior year. Combined, our balance of cash and BTC This partnership is designed to be capital-efficient and strategically flexible. on: Depreciation and amortization in the fourth quarter of hosted sites. cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements included selling bitcoin to fund operations. In 2026, we expect to We are positioning our platform to support a broad range of AI deployment requirements, from Adjusted EBITDA and Return on Capital Employed are not recognized opportunities. While we continue to advance discussions with MPLX regarding the development of Total blocks won decreased 15% to 595IN Q4 2025from 703 in Q4 2024.Purchased energy cost per BTC $48,611 IN Q4 2025for our owned sites. (including bitcoin loaned or pledged as collateral) was We reported net loss of ($1.7 billion), or ($4.52) per 2025 was $285.8 million, a $147.6 million increase Sincerely, herein are expressly qualified in their entirety by these cautionary statements. Our actual results and outcomes could differ Fourth Quarter and Full Year 2025 Production Highlights financial measures under GAAP. Investors should consider these continue to monetize bitcoin opportunistically to X@MARALinkedInMARAHoldingsFacebookMARAHoldingsInstagram@MARAHoldingsInc COST PER PETAHASH Unlike traditional data center development models, this partnership, and MARA’s modular approach, approximately $5.3 billion at year end. large‑scale cloud environments to private, enterprise and sovereign deployments, particularly where integrated power and data campuses in West Texas, this remains a longer-term initiative that would diluted share, in the fourth quarter of 2025, compared to compared to the prior year period. Depreciation and measures in addition to, but not as a substitute for, the most directly materially from those included in these forward-looking statements as a result of various factors, including, but not limited enhance our financial flexibility, including to provide will allow us to scale selectively, playing directly to our core strengths. This structure is designed to data residency, latency, and operational control requirements limit public cloud use. comparable financial results calculated and presented in accordance require significant capital investment. Although the scope under consideration has evolved from the net income of $528.3 million, or $1.24 per diluted share, in amortization for the year ended December 31, 2025 Prior Quarter ComparisonYear-over-Year ComparisonMetricQ4 2025Q3 2025% ΔFY2025FY2024% ΔNumber of Blocks Won595633(6%)2,5882,13221%BTC Produced2,0112,144(6%)8,7999,430(7%)Average BTC Produced per Day21.923.3(6%)24.125.8(7%)Share of Available Miners Rewards (1)4.8%5.0%N/A5.3%4.1%N/AEnergized Hashrate (EH/s) (2)66.460.410%66.453.225% Our cost per petahash per day improved 4% from $31.7 in to, the factors set forth under the heading "Risk Factors" in our most recent annual report on Form 10-K and any other liquidity or to fund capital projects and other initiatives with GAAP. Because our calculation of these non-GAAP financial allow MARA to continue mining operations where capacity is available at attractive power costs. the fourth quarter of 2024. totaled $772.8 million, compared to $429.2 million in initial letter of intent, we remain actively engaged in evaluating a transaction structure that aligns with We produced an average of 21.9 BTC each day during the fourth quarter of 2024 to $30.5 per petahash per day periodic reports that we may file with the SEC. that we believe enhance long-term shareholder value, 2025 was a year of deliberate investment and foundation building for our next phase of growth. Our measures may differ from that of other companies, our presentation of 2024. The $343.6 million, or approximately 80%, increase the fourth quarter of 2025, compared to 27.1 BTC each these measures may not be comparable to similarly titled measures of subject to market conditions and our capital allocation our disciplined capital allocation strategy. For the full year, we recorded net loss of ($1.3 billion), MARA will have the option to invest up to 50 percent in joint venture projects, enabling us actions throughout the year were guided by a clear set of priorities: accumulating and controlling lowwas primarily due to the deployment of additional mining other companies. day during the prior year period, which resulted in 481 MARA Chairman & CEO priorities. compared to net income of $541.0 million in the prior to retain ownership in assets generating operating cash flow while maintaining exposure to cost, utility-scale power; preserving flexibility in how that power is monetized; and maintaining Bitcoin and Long‑Term Value Creation rigs and an overall expansion in the scale of our business. MARA Company Contacts: less BTC mined in the fourth quarter of 2025 compared (2) Last twelve months ("LTM") net income and Adjusted EBITDA year. The ($1.9 billion) decrease in net income (loss) was CAPITAL SOURCES long-term value creation. The joint platform is expected to support more than 1 gigawatt The increase also reflects $110.5 million of accelerated disciplined capital allocation. Against this framework, we put essential building blocks in place to represent the sum of the respective financial measures for the quarters to the prior year period. In 2025, we produced 8,799 BTC primarily driven by a ($1.5 billion) decrease in operating Cost per kWh: $0.05FOR Q4 2025.Mined 2,011 BTC and purchased 1,670 BTCIN Q4 2025. Bitcoin remains a core pillar of MARA’s strategy. ended December 31, 2025, September 30, 2025, June 30, 2025, March depreciation of certain mining rigs. Telephone: 1.800.804.1690 (“GW”) of IT capacity in the initial development phase, with a development roadmap that compared to 9,430 in 2024. Furthermore, we saw a 15% evolve into a next-generation digital infrastructure platform integrating Bitcoin mining, power income, largely due to higher depreciation and In response to the more volatile pricing environment, we 31, 2025 and December 31, 2024. decrease in the number of blocks won in the quarter Bitcoin mining provides a distinctly flexible, industrial-scale use of electricity that allows us to could extend capacity beyond 2.5 GW over time. amortization expense, including from accelerated generation, AI, and high-performance compute. ADJUSTED EBITDA elected to suspend use of our ATM in the fourth quarter Email: ir@mara.com 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 compared to the fourth quarter of last year. depreciation of $772.8 million, unfavorable bitcoin markand instead funded operations through the sale of a monetize stranded and underutilized power while supporting grid stability. Despite recent market the Bitcoin network during the period. Bitcoin mining remains an integral part of this model, continuing to serve as a flexible, always-on MARA Media Contact: MARA’s strategy is a value-creation stack built on power ownership. Adjusted EBITDA in the fourth quarter of 2025 was ($1.5 to-market adjustments of $425.7 million, and impairment portion of our mined bitcoin. Notably, this marked the 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. volatility, we increased energized hashrate from 53.2 EH/s to 66.4 EH/s during the year. While below billion), compared to $796.0 million in the prior year workload that monetizes power while higher-value compute capacity is developed and deployed. Hashrates are estimates based on the manufacturers’ specifications. All figures are rounded. of goodwill of $82.8 million. Email: mara-jf@joelefrank.com first quarter since 2022 that we did not utilize our ATM. As demand emerges, we will selectively convert capacity to higher-value workloads, including AI our 75 EH/s target, this outcome reflects deliberate capital discipline. We chose not to deploy capital Our cost per kWh was $0.04 for our owned sites in 2025. period. Adjusted EBITDA was ($330.8 million) for the This collaboration represents the next logical step in MARA’s deliberate, multi-year transformation. The price of BTC declined from September 30, 2025 to inference and high-performance compute, deploying capital only where we believe returns justify In 2025, we raised $568.6 million from ATM sales, which Purchased energy cost per bitcoin for our owned and into new builds that failed to meet our return thresholds, instead focusing on optimization - improving year ended December 31, 2025, compared to $1.2 billion
*including BTC loaned, actively managed and pledged as collateral December 31, 2025, resulting in net income (loss) being we primarily used for miner purchases, operating costs, MARA’s strategy has continuously adapted to where value accrues within digital infrastructure. operated sites was $48,611 in Q4 2025, compared to investment. Over time, this layered approach will allow MARA to allocate energy to its highest-value in the prior year. While fourth quarter 2025 revenue The financial results discussed in this letter are preliminary, unaudited, and subject to the completion of our year-end closing procedures and audit. Final results will be provided in our Annual Report on Form 10-K for the year ended December 31, 2025.