Mara Holdings Inc.
03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:50
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our Consolidated Financial Statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this MD&A or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Please review Part I, Item 1A. "Risk Factors" of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.
BUSINESS OVERVIEW AND TRENDS
MARA is an energy and digital infrastructure company that leverages Bitcoin mining and artificial intelligence ("AI") compute to monetize excess energy and underutilized power and optimize power management across its operations. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and working to develop and deploy a full suite of solutions for data centers and edge inference, including energy management and load balancing. Our total energy portfolio consists of approximately 1.9 gigawatts ("GW") of capacity with 18 data centers in North America, the Middle East, Europe, and Latin America. We believe we are one of the world's largest publicly traded Bitcoin mining companies, with the majority of our production in the United States.
While Bitcoin mining remains the foundation of our platform, we have expanded our footprint in energy generation and are investing in research and development to establish a presence in AI and adjacent markets, creating additional revenue opportunities over the long term. We believe the AI industry is shifting towards inference computing, which requires distributed, low-latency, and energy-efficient infrastructure. To support this shift, we are developing inference-dedicated sites and forging partnerships that reflect our vision. We are also actively exploring power management solutions, including load balancing, to provide services to the variable energy demands of AI inference workloads and international expansion opportunities. We intend to continue deepening our strategy and further reduce energy costs.
HIGHLIGHTS
2025 was a year of continued scale and strategic execution for MARA, as we further expanded our energized hashrate, improved fleet efficiency and deepened our position as an energy and digital infrastructure company. Building on our prior initiatives, we continued to grow our owned and operated sites and deployed capital with discipline while navigating increased volatility driven by changes in bitcoin prices.
Alongside our Bitcoin mining foundation, we are in the process of taking initial steps to extend our platform beyond Bitcoin mining and into AI and high-performance computing ("HPC") workloads, leveraging our core competencies in energy ownership, flexible load management, and rapid compute deployment.
Acquisitions and Partnerships
•Wind Farm - Hansford County, TX: In February 2025, we acquired a wind farm totaling 240 megawatts ("MW") of interconnection capacity and 114 megawatts of nameplate wind capacity.
•MPLX: In November 2025, we announced a letter of intent with MPLX LP aimed at expanding our access to lower-cost natural gas and scalable power capacity to support the development of on-site power generation and compute infrastructure. We remain actively engaged in evaluating a transaction structure that aligns with our disciplined capital allocation strategy.
•Meerkat Acquisition - Central Nebraska: Subsequent to year end, in January 2026, we increased our footprint in Nebraska through an acquisition of a 42 MW of total capacity data center adjacent to an existing site, expanding our Nebraska campus by approximately 40%.
•Exaion: Subsequent to year end, in February 2026, we acquired a majority equity interest in Exaion SaS ("Exaion"), a subsidiary of EDF Pulse Ventures, strengthening our position in high-performance computing and secure cloud and AI infrastructure.
•On February 26, 2026, we announced our Strategic Agreement with Starwood, marking an important step toward our AI and HPC initiatives. Under the Strategic Agreement, we will jointly develop, finance and operate AI and HPC infrastructure on select power-rich sites within our existing portfolio.
Digital Assets
•As of December 31, 2025, 28% of our bitcoin holdings had been activated by our digital asset management strategy.
•Under our lending arrangements, a total of 9,377 bitcoin were loaned to counterparties, generating approximately $32.1 million of interest income during the year.
•Historically, we held the bitcoin we produced as a long-term investment. In the second half of 2025, we began selling bitcoin to fund operations. In 2026, we expect to continue to monetize bitcoin opportunistically to enhance our financial flexibility, including to provide liquidity or to fund capital projects and other initiatives that we believe enhance long-term shareholder value, subject to market conditions and our capital allocation priorities.
Capital Resources
•2025 At-the-Market ("ATM"): In March 2025, we commenced a new at-the-market offering program having an aggregate offering price of $2.0 billion. We did not sell any shares through the ATM during the fourth quarter of 2025.
•August 2032 Notes: In July 2025, we issued an aggregate principal amount of $1.0 billion in a 0.0% senior note. Using a portion of the proceeds from the August 2032 Notes, we purchased 860 bitcoin at an average price of $116,117 per bitcoin
TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY
Bitcoin Mining Operations
In response to an increased demand for bitcoin, we anticipate additional mining operators entering the market and existing competitors scaling their operations, which will grow the blockchain's network hashrate and difficulty associated with solving a new block. To maintain our competitive position, we will need to expand our hashrate accordingly and continue investing in efficient mining operations.
During the year ended December 31, 2025, we mined 8,799 bitcoin, a decrease of 631 bitcoin, or 7%, from the prior year period. The decrease was primarily due to the result of the April 2024 halving event, an increase in the global hashrate and network difficulty level, the temporary deployment of less efficient miners while damages at our mining site were remediated and power curtailment limitations.
As of December 31, 2025, we owned approximately 490,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM Entity, with an energized hashrate of approximately 66.4 EH/s. To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve. In addition, we continuously evaluate strategic
opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.
The following table presents our computing power and miner efficiency as of December 31, 2025, 2024 and 2023:
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As of December 31,
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2025
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2024
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2023 | |||||||||||||||
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Energized hashrate (1)
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66.4 | 53.2 | 24.7 | ||||||||||||||
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Miner efficiency (in joules per terahash) (2)
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18.6 | 19.2 | 25.0 | ||||||||||||||
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Total energy capacity (in GW) (3)
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1.9 | 1.7 | 0.6 | ||||||||||||||
(1) We define Energized hashrate as the total hashrate that could theoretically be generated if all mining rigs that have been operational are currently in operation and running at 100% of manufacturers' specifications. We use this metric as an indicator of progress in bringing mining rigs online. We believe this metric is a useful indicator of potential bitcoin production. However, metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of hashrate (b) we cannot predict when operational mining rigs may be offline for any reason, including curtailment or machine failure and (c) we cannot predict global hashrate (and therefore our share of the global hashrate), which has a significant impact on our ability to generate bitcoin in any given period.
(2) The average number of joules of energy required to produce one terahash of computing power.
(3)Total energy capacity represents the maximum amount of electricity our facilities can utilize for our operations.
Bitcoin Value
Our revenues are generally comprised of block rewards earned in bitcoin as a result of successfully solving blocks, and transaction fees earned for verifying transactions in support of the blockchain. After the halving event of April 2024, the current reward for each solved block is equal to 3.125 bitcoin plus transaction fees. The impacts of halving on our results of operations and financial condition may be exacerbated by changes in the market value of bitcoin, which has historically been subject to significant volatility. For example, as of December 31, 2025, the price of a bitcoin was $87,498, compared to $93,354 as of December 31, 2024.
Historically, we have held bitcoin produced from our mining operations or purchased on the open market on our Consolidated Balance Sheets. In 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations, and in 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet. Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.
As of December 31, 2025, we held approximately 53,822bitcoin, including 15,315 bitcoin under our digital asset management strategy, on our Consolidated Balance Sheets, with a carryingvalue of approximately $4.7 billion. The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.
The following table presents our total bitcoin holdings, including bitcoin under our digital asset management strategy, and the fair value per bitcoin:
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Quantity
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Fair Value | |||||||||||||
| December 31, 2025 | 53,822 | $ | 87,498 | |||||||||||
| September 30, 2025 | 52,850 | $ | 114,068 | |||||||||||
| June 30, 2025 | 49,951 | $ | 107,173 | |||||||||||
| March 31, 2025 | 47,531 | $ | 82,534 | |||||||||||
| December 31, 2024 | 44,893 | $ | 93,354 | |||||||||||
Energy Cost
Energy cost is the most significant cost driver for Bitcoin mining and represented 38.5% and 40.8%, as a percentage of our owned mining revenues for the years ended December 31, 2025 and 2024, respectively. This excludes energy costs from third-party hosted sites.
Energy cost can be highly volatile, cyclical and sensitive to geopolitical events and weather conditions or natural disasters, such as weather-related storms and earthquakes, which impact supply and demand for power regionally. All of our owned mining sites and our miners at third-party hosted sites are subject to variable prices and market rate fluctuations with respect to wholesale energy costs. Such costs are governed by various power purchase agreements, and energy prices can change hour to hour and by location. While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency. When prices rise or supply is constrained, we may curtail our operations to avoid using power at increased rates. Although we do not receive significant compensation for curtailment, the dispatchable load of our Bitcoin mining operations helps balance the grid and provides electricity to communities when in need. The average price of direct energy we paid for our owned facilities was $0.04 per kilowatt hour ("kWh") for both years ended December 31, 2025 and 2024.
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Year Ended December 31, (1)
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| 2025 | 2024 | |||||||||||||
| Owned Facilities Statistics | ||||||||||||||
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Purchased energy costs per BTC (2)
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$ | 38,956 | $ | 29,084 | ||||||||||
| Supplemental Information | ||||||||||||||
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Total BTC produced during the period, in whole BTC at owned facilities (3)
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4,596 | 3,375 | ||||||||||||
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Average BTC per day, in whole BTC (3)
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12.6 | 9.2 | ||||||||||||
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Purchased energy costs per kWh (4)
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$ | 0.04 | $ | 0.04 | ||||||||||
(1) We did not own any facilities as of December 31, 2023; therefore, comparisons to December 31, 2023 are not meaningful.
(2)Purchased energy costs per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations. In addition to the impact of the April 2024 halving event, purchased energy costs increased due to broad-based increases in energy costs.
(3)In 2024, the Company scaled its mining operations through acquisitions and deployment of additional infrastructure, resulting in an increase in its share of BTC block rewards. The growth was partially mitigated by the April 2024 halving event.
(4)Purchased energy costs per kWh is calculated using the amounts paid to power providers for power consumed divided by the kWh consumed related to our owned Bitcoin mining operations.
In addition to energy costs incurred at our owned mining sites, third-party hosting and other energy costs remain a significant part of our overall cost structure and are subject to similar volatility and market dynamics. For the years ended December 31, 2025, 2024 and 2023, these costs totaled $292.2 million, $257.3 million and $212.3 million, respectively, reflecting both the expansion of our hosted mining operations and higher variable energy pricing at third-party facilities. Our hosting arrangements typically include energy charges, as well as maintenance and management fees for colocation and operational support. Such hosting arrangements have contractual commitments extending over the next three years and minimum future payments of approximately $461.5 million.
We continue to actively manage these costs by renegotiating contracts, evaluating alternative providers and transitioning certain hosted sites to self-owned mining sites as agreements expire. This approach is intended to enhance operational flexibility, mitigate exposure to energy price volatility and support long-term profitability as our business continues to scale.
Digital Asset Management
As the second-largest corporate holder of bitcoin globally, our strategy is focused on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings. We view bitcoin as a productive asset, a source of liquidity, returns, and long-term capital appreciation. By activating a portion of our holdings through lending, structured trading arrangements, and collateralized financing, we seek to generate incremental income to help fund operations, expand infrastructure, and reduce our cost of capital. Our strategy balances upside participation in bitcoin appreciation with near-term cash flow generation, while maintaining substantial liquidity to respond to market opportunities.
In addition to our structured trading initiatives, we have also deployed a portion of our bitcoin holdings through lending arrangements designed to generate incremental return and, to a lesser extent, used bitcoin as collateral to borrow under lines of credit.
As of December 31, 2025, we held a total of 53,822 bitcoin, including 15,315 bitcoin that were loaned or pledged as collateral. As such, approximately 28% of our total holdings were activated through our digital asset management strategy. During the year ended December 31, 2025, we recorded a decrease of approximately $422.2 million in the change in fair value of our bitcoin holdings, primarily due to the significant decline in the market price of bitcoin. In addition, we generated interest income from our bitcoin lending activities and recognized net investment losses from our bitcoin trading activities.
Historically, we held the bitcoin we produced as a long-term investment. In the second half of 2025, we changed our digital asset management strategy to permit sales of bitcoin generated from operations, and in 2026, we expanded the strategy to allow for sales of bitcoin held on our balance sheet. Accordingly, we may hold bitcoin for long-term investment purposes and may also buy or sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.
The Company's core digital asset management strategy is comprised of the following activities:
Treasury
We retain the majority of our bitcoin holdings as a treasury asset, under our bitcoin investment approach, to preserve long-term exposure to fair value appreciation while also serving as an available source of liquidity. We hold our bitcoin across multiple custodial wallets to mitigate counterparty risk and avoid concentration with any single custodian.
In prior periods, we presented certain bitcoin yield metrics to illustrate trends in the growth of our bitcoin holdings. We no longer present these metrics, as management determined they are no longer meaningful given our decision to sell bitcoin from production to fund operations and our focus on the active management of our digital assets rather than passive bitcoin ownership.
Lending
Beginning in late 2024, we began lending arrangements with various counterparties to generate additional returns on our bitcoin holdings. As of December 31, 2025, we had loaned out a total of 9,377 bitcoin that generated $32.1 million of interest income for the year ended December 31, 2025. We assess the creditworthiness of counterparties prior to lending and reassess periodically. Loaned bitcoin is subject to recall upon short notice.
Trading
During the second quarter of 2025, we entered into a separately managed account ("SMA") agreement funded with 2,000 bitcoin. For the year ended December 31, 2025, the SMA incurred a net loss of approximately $22.1 million, primarily attributable to trading activities. In December 2025, we terminated the agreement and withdrew the remaining 1,777 bitcoin that had been held and managed.
In addition, our digital asset management strategy includes bitcoin-denominated trades such as options, futures, swaps and spot transactions to generate additional returns on our bitcoin holdings.
Borrowing
As of December 31, 2025, 5,938 bitcoin were pledged as collateral in connection with $350.0 million of outstanding borrowings under the Line of Credit bearing interest rates between 8.85% and 10.5% per annum. Subsequent to year end, we entered into a new $150.0 million line of credit, collateralized by a portion of our bitcoin holdings. Concurrently, we repaid $150.0 million of the total line of credit outstanding balance.
The following tables summarize our capital appreciation and income generated from bitcoin holdings as it relates to our digital asset management strategy:
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Year Ended December 31, 2025
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(in thousands)
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Treasury
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Lending
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Trading
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Borrowing
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Total
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Digital Asset Management
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Change in fair value of bitcoin (1)
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$ | (301,174) | $ | (118,352) | $ | (37,020) | $ | 34,330 | $ | (422,216) | ||||||||||||||||||||||
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Interest income (2)
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- | 32,053 | - | - | 32,053 | |||||||||||||||||||||||||||
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Investment loss, net (3)
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- | - | (32,037) | - | (32,037) | |||||||||||||||||||||||||||
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Total
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$ | (301,174) | $ | (86,299) | $ | (69,057) | $ | 34,330 | $ | (422,200) | ||||||||||||||||||||||
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Year Ended December 31, 2024
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(in thousands)
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Treasury
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Lending
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Trading
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Borrowing
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Total
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Digital Asset Management
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Change in fair value of bitcoin (1)
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$ | 810,902 | $ | 184,539 | $ | - | $ | 115,257 | $ | 1,110,698 | ||||||||||||||||||||||
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Interest income (2)
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- | 6,142 | - | - | 6,142 | |||||||||||||||||||||||||||
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Investment income, net (3)
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- | - | 1,712 | - | 1,712 | |||||||||||||||||||||||||||
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Total
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$ | 810,902 | $ | 190,681 | $ | 1,712 | $ | 115,257 | $ | 1,118,552 | ||||||||||||||||||||||
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Year Ended December 31, 2023
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(in thousands)
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Treasury
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Lending
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Trading
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Borrowing
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Total
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|||||||||||||||||||||||||||
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Digital Asset Management
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||||||||||||||||||||||||||||||||
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Change in fair value of bitcoin (1)
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$ | 331,484 | $ | - | $ | - | $ | - | $ | 331,484 | ||||||||||||||||||||||
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Investment loss, net (3)
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- | - | (17,421) | - | (17,421) | |||||||||||||||||||||||||||
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Total
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$ | 331,484 | $ | - | $ | - | $ | - | $ | 314,063 | ||||||||||||||||||||||
(1)Change in fair value of bitcoin for the year ended December 31, 2025 was a loss of $422.2 million and includes the "Change in fair value of digital assets" loss of $304.6 million, excluding a loss of $3.5 million related to other digital assets, resulting in a $301.2 million loss attributable to bitcoin, plus the "Change in fair value of digital assets - receivable, net" loss of $121.0 million. For the year ended December 31, 2024, change in fair value of bitcoin totaled $1.1 billion and includes the "Change in fair value of digital assets of $813.8 million, excluding a loss of $2.6 million related to other digital assets and $5.5 million related to bitcoin hedging, resulting in $810.9 million attributable to bitcoin, plus the "Change in fair value of digital assets - receivable, net" of $299.8 million. For the year ended December 31, 2023, the change in fair value of bitcoin was entirely attributable to bitcoin.
(2) Interest income differs from the amount reported as "Interest income" on the Consolidated Statements of Operations, as it excludes $23.8 million and $10.6 million of interest earned on cash and cash equivalents for the years ended December 31, 2025 and 2024, respectively.
(3) Investment income (loss), net is associated with the return from the SMA agreement and various bitcoin-denominated internal trades and is reported in "Other" on the Consolidated Statements of Operations.
The price of bitcoin has historically experienced significant price volatility, in addition to other risks inherent to holding a digital asset. Management monitors these risks and developments in managing our bitcoin investment approach to mitigate adverse effects on our financial position.
RESULTS OF OPERATIONS
In accordance with Item 303 of Regulation S-K, we have excluded the discussion of 2023 results in "Management's Discussion and Analysis of Financial Condition and Results of Operations," as this discussion can be found in our Annual Report on Form 10-K filed on March 3, 2025.
The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024:
Revenues
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Year Ended December 31,
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Change | ||||||||||||||||
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(in thousands)
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2025 | 2024 | $ | ||||||||||||||
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Bitcoin mining revenue
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$ | 872,401 | $ | 599,436 | $ | 272,965 | |||||||||||
| Other digital assets mining revenue | 11,584 | 23,025 | (11,441) | ||||||||||||||
| Hosting services | 4,668 | 31,638 | (26,970) | ||||||||||||||
| Other revenue | 18,440 | 2,279 | 16,161 | ||||||||||||||
| Revenues | $ | 907,093 | $ | 656,378 | $ | 250,715 | |||||||||||
| Supplemental Information | |||||||||||||||||
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BTC produced during the period, in whole BTC (1)
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8,799 | 9,430 | (631) | ||||||||||||||
| Average BTC per day, in whole BTC | 24.1 | 25.8 | (1.7) | ||||||||||||||
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Average price of BTC mined, in whole dollars (2)
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$ | 101,221 | $ | 66,249 | $ | 34,972 | |||||||||||
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Number of blocks won
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2,588 | 2,132 | 456 | ||||||||||||||
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Transaction fees as a percentage of total
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1.1 | % | 6.2 | % | (5.1) | % | |||||||||||
(1) Includes 180 and 382 bitcoin representing our share of the equity method investee, the ADGM Entity, for the years ended December 31, 2025 and 2024, respectively.
(2)"Average price of BTC mined" is calculated using Bitcoin mining revenue divided by the quantity of bitcoin produced during the period, excluding our share of the bitcoin produced for the equity method investee, the ADGM Entity.
We generated revenues of $907.1 million for the year ended December 31, 2025, compared to $656.4 million in the prior year period. The $250.7 million, or approximately 38%, increase in revenues was primarily driven by an increase in Bitcoin mining revenue and, to a lesser extent, other revenue, partially offset by a decrease in hosting services and other digital assets mining revenue.
The $273.0 million increase in Bitcoin mining revenue was primarily driven by a 53% increase in the average price of bitcoin mined, which contributed $301.4 million, partially offset by a $28.4 million decrease from bitcoin production during the year ended December 31, 2025.
Hosting services were $4.7 million and $31.6 million, for the year ended December 31, 2025 and 2024, respectively, a decrease of $27.0 million primarily due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.
Costs and operating expenses
Purchased energy, Operating and maintenance and Third-party hosting and other energy costs
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Year Ended December 31,
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Change | ||||||||||||||||
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(in thousands)
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2025 | 2024 | $ | ||||||||||||||
| Purchased energy costs | $ | 179,041 | $ | 98,160 | $ | 80,881 | |||||||||||
| Operating and maintenance costs | 95,984 | 63,828 | 32,156 | ||||||||||||||
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Third-party hosting and other energy costs
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292,243 | 257,276 | 34,967 | ||||||||||||||
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Supplemental Information (in whole dollars)
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Cost per Petahash per day (1)
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$ | 29.8 | $ | 35.6 | $ | (5.8) | |||||||||||
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Purchased energy costs per BTC (2)
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$ | 38,956 | $ | 29,084 | $ | 9,871 | |||||||||||
(1)"Cost per Petahash per day" is calculated using Bitcoin mining costs attributable to purchased energy costs, third-party hosting and other energy costs and cash operating and maintenance costs, divided by the daily average operational hashrate online during the period, excluding our share of the hashrate for the equity method investee, the ADGM Entity, and share of hashrate from our noncontrolling interest, by a factor of 1,000.
(2)"Purchased energy costs per BTC" is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations.
Purchased energy costs for the year ended December 31, 2025 totaled $179.0 million compared to $98.2 million in the prior year period, an increase of $80.9 million or approximately 82%. The increase was primarily driven by the expansion of our owned mining sites through acquisitions, higher overall energy consumption and the growth in our total hashrate to 66.4 EH/s. Our Cost per Petahash per day improved approximately 16%, from $35.6 to $29.8, compared to the prior year period. Purchased energy costs per bitcoin for our owned mining sites were $38,956 compared to $29,084 in the prior year period, primarily due to higher network difficulty resulting from an increase in global hashrate, increase in power costs due to adverse weather conditions and the April 2024 halving event.
Operating and maintenance costs for the year ended December 31, 2025 were $96.0 million compared to $63.8 million in the prior year period, an increase of $32.2 million or approximately 50%. The increase in operating and maintenance costs was primarily due to higher site and miner repair and maintenance costs, labor costs associated with our mining operations and higher fees related to third-party mining software utilized across our mining fleet, compared to the prior year period.
Third-party hosting and other energy costs for the year ended December 31, 2025 totaled $292.2 million compared to $257.3 million in the prior year period, an increase of $35.0 million or approximately 14%. The increase was primarily driven by higher power consumption and utilization levels under certain third-party hosting arrangements and the expansion of third-party hosted facilities.
General and administrative
General and administrative expenses were $349.9 million for the year ended December 31, 2025, compared to $254.0 million in the prior year period. The $96.0 million, or approximately 38%, increase was primarily due to an increase in the scale of our operations, higher personnel costs associated with headcount growth and increased professional and administrative fees to support our expanding global footprint.
Stock-based compensation increased $11.0 million primarily due to an increase in headcount and acceleration due to terminations, partially offset by an increase in forfeitures.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2025 totaled $772.8 million compared to $429.2 million in the prior year period. The $343.6 million, or approximately 80%, increase was primarily due to the deployment of additional mining rigs and an overall expansion in the scale of our business. The increase also included $110.5 million of accelerated depreciation of certain mining rigs, following a reassessment of their expected future use.
Change in fair value of digital assets
We recognized a loss on digital assets of $304.6 million for the year ended December 31, 2025 compared to a gain of $813.8 million in the prior year period. The $1.1 billion decrease was primarily attributable to the significant decline in the price of bitcoin, partially offset by the increase in our bitcoin holdings compared to the prior year period.
Change in fair value of derivative instrument
We recognized a gain on the change in fair value of derivative instrument of $40.4 million for the year ended December 31, 2025 compared to a loss of $2.0 million in the prior year period. The change primarily relates to the remeasurement of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is remeasured at fair value at the end of each reporting period. Changes in fair value were primarily driven by movements in electricity forward curve prices during the respective periods and the amendment of the commodity swap during the year, lowering the fixed electricity price.
Impairment of goodwill and other assets
During our annual goodwill impairment assessment for the year ended December 31, 2025, we determined that it was more likely than not that the fair value of our reporting unit was less than its carrying value and therefore performed a quantitative impairment test in accordance with Accounting Standard Codification ("ASC") 350, Intangibles - Goodwill and Other ("ASC 350"). Based on the analysis, which considered prevailing market conditions and a sustained decline in our market capitalization during the period, we concluded that the carrying amount of our reporting unit exceeded the fair value and recognized a goodwill impairment of $82.8 million. Refer to Note 9 - Goodwill and Intangible Assets in the notes to our Consolidated Financial Statements, for further information on our goodwill impairment analysis and conclusion. There were no such impairments in the prior year period.
Additionally, during the year ended December 31, 2025, a severe storm caused irreparable damage to certain mining equipment at our Garden City mining site. In accordance with ASC 360, Property, Plant, and Equipment, any unforeseen or unexpected retirements should result in a gain or loss recognized in earnings. As such, we recognized an impairment of $26.0 million, related to the damaged miners for the year ended December 31, 2025. There were no such impairments in the prior year period.
Taxes other than on income
Taxes other than on income were $9.2 million for the year ended December 31, 2025 compared to $8.3 million in the prior year period. Taxes other than on income consist primarily of property, sales and use taxes.
Early termination expenses
Early termination expenses of $5.0 million for the year ended December 31, 2025 were related to the termination of a management agreement at one of our owned mining facilities, which subsequently transitioned to internal management. In the prior year period, early termination expenses of $38.1 million primarily related to the
termination of customer hosting agreements and the forgiveness of an outstanding receivable balance of a customer acquired in the GC Data Center Acquisition.
Research and development
Research and development expenses were $30.1 million for the year ended December 31, 2025 compared to $13.2 million in the prior year period. The $16.9 million, or approximately 128% increase, was primarily due to ongoing innovation initiatives and development activities to support our strategic expansion, following the reallocation of resources related to our restructuring plan.
Restructuring costs
During the third quarter of 2025, management committed to and initiated a restructuring plan in order to support data center initiatives and sovereign AI solutions, by reallocating our technology resources. Restructuring costs were $23.8 million for the year ended December 31, 2025, primarily consisting of asset write-off charges, contract termination expenses and facility exit costs incurred in connection with our restructuring plan. The majority of the restructuring plan actions were completed during the third quarter of 2025. There were no such expenses in the prior year period.
Other income (loss)
Change in fair value of digital assets - receivable, net
We recognized a loss on digital assets - receivable, net of $121.0 million for the year ended December 31, 2025 compared to a gain of $299.8 million in the prior year period. The $420.8 million decrease was primarily attributable to the fair value associated with our bitcoin loaned, previously managed through the SMA agreement prior to our exit, and pledged as collateral.
Net gainfrom extinguishment of debt
During the year ended December 31, 2025, in connection with the issuance of the August 2032 Notes, we repurchased approximately $19.4 million principal amount of the December 2026 Notes, resulting in a $1.0 million gain from the extinguishment of debt. Similarly, in the prior year period, in connection with the issuance of the June 2031 Notes and the March 2030 Notes, we repurchased approximately $263.2 million principal amount of the December 2026 Notes and as a result recorded a gain of $13.1 million for the extinguishment of debt.
Equity in net earnings of unconsolidated affiliate
During the year ended December 31, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $4.7 million, compared to a loss of $1.5 million in the prior year period. Our share of the ADGM Entity's operating results included earnings from the production of 180 bitcoin and approximately $13.6 million of depreciation and amortization during the year ended December 31, 2025, while in the prior year period, our share of the ADGM Entity's operating results included earnings from production of 382 bitcoin, a $4.1 million impairment of property and equipment and approximately $12.4 million of depreciation and amortization.
Interest income, Interest expense and Other
|
Year Ended December 31,
|
Change | ||||||||||||||||
| (in thousands) | 2025 | 2024 | $ | ||||||||||||||
| Interest income | |||||||||||||||||
|
Interest income from loaned bitcoin
|
$ | 32,053 | $ | 6,142 | $ | 25,911 | |||||||||||
| Interest income from cash and cash equivalents | 23,802 | 10,569 | 13,233 | ||||||||||||||
| Total interest income | 55,855 | 16,711 | 39,144 | ||||||||||||||
| Interest expense | (48,381) | (12,996) | (35,385) | ||||||||||||||
| Other | (26,780) | (4,735) | (22,045) | ||||||||||||||
Interest income increased by $39.1 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our digital asset management strategy in the current period and a higher average balance of cash and cash equivalents. Interest expense increased for the year ended December 31, 2025 by $35.4 million primarily due to the interest bearing Convertible Notes and the Line of Credit.
Other of $26.8 million for the year ended December 31, 2025 was primarily due to net losses of $32.0 million from the SMA and internal bitcoin trading activities and $15.1 million of equipment-related losses, partially offset by a net gain on investments of $12.6 million and a $5.2 million reduction in the allowance for credit losses.
Income tax benefit (expense)
For the year ended December 31, 2025, we recorded income tax benefit of $56.4 million, compared to an income tax expense of $75.5 million in the prior year period. The $56.4 million income tax benefit primarily reflects changes in pretax book income and loss during the periods, as well as the establishment of a valuation allowance, largely driven by fair value adjustments related to digital assets.
NON-GAAP FINANCIAL MEASURES
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 Consolidated Financial Statements that have been prepared in accordance with GAAP with the non-GAAP financial measure of Adjusted EBITDA.
We define Adjusted EBITDA as (a) GAAP net income (loss) attributable to common stockholders plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items, which currently include (i) stock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of goodwill and other assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) net gain from extinguishment of debt, (vii) net gain/loss on investments and (viii) early termination expenses.
Management uses Adjusted EBITDA, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform operating decision-making. We rely primarily on our Consolidated Financial Statements to understand, manage and evaluate our financial performance and use non-GAAP financial measures only supplementally.
We believe that Adjusted EBITDA is a useful measure to us and to our investors because it excludes certain financial, capital structure and 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.
Adjusted EBITDA isnot a recognized financial measure under GAAP. When analyzing our operating results, investors should use Adjusted EBITDA in addition to, but not as an alternative for, the most directly comparable
financial results calculated and presented in accordance with GAAP. Because our calculation of Adjusted EBITDA may differ from that of other companies, our presentation of this measure may not be comparable to similarly titled measures of other companies.
Certain prior period information has been reclassified to conform to the current period presentation.
The following table provides a reconciliation of GAAP net income (loss) to Adjusted EBITDA:
|
Year Ended December 31,
|
||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
|
Net income (loss) attributable to common stockholders
|
$ | (1,311,480) | $ | 541,253 | $ | 259,052 | ||||||||||||||
|
Interest expense (income), net
|
(7,474) | (3,715) | 7,541 | |||||||||||||||||
|
Income tax expense (benefit)
|
(56,376) | 75,495 | 16,426 | |||||||||||||||||
|
Depreciation and amortization (1)
|
786,397 | 441,554 | 181,655 | |||||||||||||||||
| EBITDA | (588,933) | 1,054,587 | 464,674 | |||||||||||||||||
|
Stock-based compensation expense
|
172,295 | 157,642 | 32,644 | |||||||||||||||||
| Change in fair value of derivative instrument | (40,372) | 2,043 | - | |||||||||||||||||
|
Impairment of goodwill and other assets
|
109,030 | - | - | |||||||||||||||||
| Restructuring costs | 23,796 | - | - | |||||||||||||||||
|
Acquisition and integration costs (2)
|
2,005 | - | - | |||||||||||||||||
|
Net gain from extinguishment of debt
|
(1,029) | (13,121) | (82,267) | |||||||||||||||||
|
Net gain on investments (3)
|
(12,616) | (4,236) | - | |||||||||||||||||
|
Early termination expenses
|
5,000 | 38,061 | - | |||||||||||||||||
|
Adjusted EBITDA (4)
|
$ | (330,824) | $ | 1,234,976 | $ | 415,051 | ||||||||||||||
(1)Includes approximately $13.6 million, $12.4 million and $2.1 million of depreciation and amortization for the years ended December 31, 2025, 2024 and 2023, respectively, representing our share in the results of our equity method investee, the ADGM Entity, reported in "Equity in net earnings of unconsolidated affiliate" on the Consolidated Statements of Operations. Additionally, for the years ended December 31, 2024 and 2023, depreciation and amortization includes approximately $2.6 million and $0.1 million, respectively, of amortization that was previously classified within "General and administrative" on the Consolidated Statements of Operations.
(2)Acquisition and integration costs are reported in "General and administrative" on the Consolidated Statements of Operations.
(3)Net gain on investments is reported in "Other" on the Consolidated Statements of Operations. Refer to Note 8 -Investments in the notes to our Consolidated Financial Statements for further information.
(4)Excludes interest income earned from our bitcoin lending activities of $32.1 million and $6.1 million for the years ended December 31, 2025 and 2024, respectively. We were not engaged in bitcoin lending arrangements during the year ended December 31, 2023.
FINANCIAL CONDITION AND LIQUIDITY
Cash Flows
The following table presents a summary of our cash flow activity for the years ended December 31, 2025 and 2024:
|
For the Year Ended December 31,
|
||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
|
Net cash used in operating activities
|
$ | (802,725) | $ | (677,022) | ||||||||||
|
Net cash used in investing activities
|
(669,920) | (3,229,059) | ||||||||||||
|
Net cash provided by financing activities
|
1,628,006 | 3,952,539 | ||||||||||||
|
Net increase in cash, cash equivalents and restricted cash
|
155,361 | 46,458 | ||||||||||||
| Cash, cash equivalents and restricted cash - beginning of period | 403,771 | 357,313 | ||||||||||||
|
Cash, cash equivalents and restricted cash - end of period
|
$ | 559,132 | $ | 403,771 | ||||||||||
For the year ended December 31, 2025, cash, cash equivalents and restricted cash totaled $559.1 million at December 31, 2025, an increase of $155.4 million from December 31, 2024.
Operating Activities
Bitcoin produced and held on our Consolidated Balance Sheets is excluded from our cash flows from operating activities. If we monetize bitcoin in the future, those proceeds would be reported as cash flows from investing activities.
Cash flows in connection with operating activities consisted of net loss, adjusted for non-cash and non-operating, including depreciation and amortization, stock-based compensation, the loss on the fair value of digital assets and digital assets, receivable, net and other non-cash expenses, as well as the changes in cash flows from operating assets and liabilities.
Cash flows used in operating activities increased by $125.7 million for the year ended December 31, 2025, compared to the prior year period, primarily due to an increase in net loss adjusted for non-cash and non-operating items of $45.8 million and a $79.9 million change in cash flows from operating assets and liabilities. The increase in cash used in operating activities was primarily driven by higher operating costs and general and administrative expenses due to growth in headcount and scale of our operations, partially offset by higher revenues.
Investing Activities
Cash flows from investing activities resulted in a use of funds of $669.9 million, primarily resulting from the use of funds for the purchase of 4,267 bitcoin for $473.7 million at an average cost to purchase bitcoin of $111,034, purchase of property and equipment of $407.1 million, and payment of $36.4 million to acquire the Wind Farm for an additional 114 megawatts of nameplate capacity, net of cash acquired. The use of funds was partially offset by proceeds from the sale of digital assets of $433.8 million and the sale of property and equipment of $3.7 million.
Financing Activities
Cash flows from financing activities provided $1.6 billion, primarily from the issuance of $1.0 billion of the August 2032 Notes, net of issuance costs, the periodic issuance of common stock under our 2024 and 2025 ATM programs totaling $568.6 million and securing an additional $150.0 million line of credit established and fully utilized as of December 31, 2025. The source of funds were partially offset by $39.8 million of capped call transactions associated with the August 2032 Notes and the repayment of $18.3 million of the December 2026 Notes.
For the year ended December 31, 2024, cash, cash equivalents and restricted cash totaled $403.8 million at December 31, 2024, an increase of $46.5 million from December 31, 2023.
Sources of Liquidity and Capital Resources
Bitcoin Holdings
At December 31, 2025, we held a total of 53,822 bitcoin, including 15,315 bitcoin under our digital asset management strategy, on our Consolidated Balance Sheets with a total fair value of $4.7 billion. The fair value of a single bitcoin was approximately $87,498 at December 31, 2025.
At December 31, 2025, approximately 9,377 of our total bitcoin holdings were loaned to third parties to generate additional return and 5,938 bitcoin were pledged as collateral for outstanding borrowings under the Line of Credit. Bitcoin under our digital asset management strategy are classified as "Digital assets - receivable, net" on the Consolidated Balance Sheets with a carrying value of $1.3 billion.
Consistent with our bitcoin investment approach, the remaining 38,507 unrestricted bitcoin were classified as long-term assets under "Digital assets, net of current portion" on the Consolidated Balance Sheets with a fair value of $3.4 billion. Our holdings as of December 31, 2025 excluded 33 bitcoin held by our equity method investee, pending dividend to us.
Historically, we held the bitcoin we produced as a long-term investment. In the second half of 2025, we made a strategic change to our bitcoin investment approach and opted to sell a portion of the bitcoin produced from our mining operations to fund ongoing operating expenses, and continued to sell bitcoin through the year end. For the year ended December 31, 2025, we sold approximately 4,076 bitcoin for $413.1 million. In 2026, we further revised the strategy to allow for the sale of bitcoin held on our balance sheet, in addition to current production. As a result, we may continue to hold bitcoin for long-term investment purposes and may also sell bitcoin from time to time, subject to market conditions and our capital allocation priorities.
We expect that our future bitcoin holdings will generally increase but will fluctuate from time to time, both in number of bitcoin held and fair value in U.S. dollars, depending upon operating and market conditions. We intend to add to our bitcoin holdings primarily through our production activities and from time to time purchases. As a result of our adoption of the aforementioned strategy, we anticipate funding our operating and investing activities principally from available cash and cash equivalents and from our financing activities.
At-the-Market Offering Programs and Proceeds
As of December 31, 2025, we sold 35,339,308 shares of common stock for an aggregate purchase price of $571.9 million, net of commission and offering expenses of $4.9 million, pursuant to the 2024 ATM and 2025 ATM. We did not sell any shares through the ATM during the fourth quarter of 2025. As of December 31, 2025, our 2025 ATM facility had approximately $1.5 billion remaining.
Liquidity and Capital Resources
Cash and cash equivalents, excluding restricted cash, totaled $547.1 million and the fair value of digital asset holdings, including bitcoin under our digital asset management strategy, was $4.7 billion at December 31, 2025. The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, including bitcoin under our digital asset management strategy, totaled $5.3 billion as of December 31, 2025.
During the year ended December 31, 2025, our operating and investing activities used $1.5 billion of cash. However, we continue to hold a significant digital asset position, which declined by $425.7 million during the period, due to the decline in fair value of bitcoin. While we classify our digital assets, net of current portion and digital assets - receivable, net as long-term, consistent with our bitcoin investment approach, both asset types are readily convertible to cash. Our significant bitcoin holdings, along with associated unrealized gains, provide a potential source of liquidity if monetized.
Additionally, during the year ended December 31, 2025 we issued a $1.0 billion aggregate principal amount of 0.0% Convertible Senior notes due 2032. Refer to Note 16 -Debt in the notes to our Consolidated Financial Statements, for further information.
As of December 31, 2025, the Company had $350.0 million outstanding under its Line of Credit, with periodic maturities due within the next twelve months.
We expect to have sufficient liquidity, including cash on hand and access to public capital markets, to support ongoing operations in the next 12 months and beyond. We expect to sell a portion of the bitcoin we produce to support ongoing operations and may seek to fund other business activities, particularly growth initiatives, through the public capital markets, primarily through periodic equity issuances using our at-the-market facilities.
The risks to our liquidity outlook would include events that materially diminish our access to capital markets and/or the value of our bitcoin holdings and production capabilities, including:
•Failure to effectively execute our growth strategies;
•Declines in bitcoin prices and/or production, as well as impacts from bitcoin halving events, global hashrate and network difficulty levels, which would impact either or both the value of our bitcoin holdings and our ongoing profitability;
•Significant increases in electricity costs if these cost increases were not accompanied by increases in the price of bitcoin, as this would also reduce profitability;
•Deteriorating macroeconomic conditions, including the impacts of inflation, high interest rates, tariffs and trade wars, a prolonged recession, as well as instability in the banking system; and
•Failure to access financing on terms acceptable to us or at all.
We expect that Staff Accounting Bulletin ("SAB") 122's rescission of SAB 121, which required an entity to recognize a liability and corresponding asset for its obligation to safeguard crypto-assets, will increase commercial banks' activity in our sector and provide us with expanded access to traditional financing, such as debt financing, project financing and other capital. Our access to financing sources on terms acceptable to us or at all is subject to market and other conditions.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
We entered into an investment agreement on August 11, 2025, to acquire a majority ownership interest in Exaion, a subsidiary of EDF Pulse Ventures, for approximately $174.5 million, subject to regulatory and antitrust approvals and other customary closing conditions. All required approvals and closing conditions were satisfied, and the acquisition closed on February 20, 2026. The agreement also provides the option to increase ownership up to 75% by 2027 through additional contingent payments of up to approximately $127.0 million, based on the achievement of specified performance milestones.
In February 2026, we entered into a Strategic Agreement with Starwood granting exclusivity over the development, contribution or sale of certain Bitcoin mining properties in the United States. The agreement contemplates MARA-funded pre-development costs (subject to caps), capital commitments through joint ventures managed by Starwood, and, in certain circumstances, the sale of properties to Starwood.
We contract with service providers for hosting our equipment and operational support in data centers where our equipment is deployed. Under these arrangements, we expect to pay at a minimum approximately $510.8 million in total payments during the calendar years 2026 through 2028. Under certain arrangements, we are required to pay variable pass-through power and service fees in addition to the estimated minimum amounts.
As of December 31, 2025, we had a remaining commitment of approximately $42.0 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2026.
Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $0.5 million in the 2026 calendar year in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each
calendar year from 2026 through 2031 in connection with the September 2031 Notes and (ii) principal for each of the Convertible Notes upon maturity, for a total of $3.3 billion, will be payable under the terms of the Convertible Notes. Refer to Note 16 - Debt in the notes to our Consolidated Financial Statements, for further information.
We have operating and finance lease obligations related to land and office buildings. We expect to make payments of $4.5 million related to operating leases and a $0.2 million payment related to the finance lease for 2026, and $70.6 million and $89.5 million related to operating and finance leases, respectively, thereafter. Refer to Note 17 -Leases in the notes to our Consolidated Financial Statements, for further information.
We secured an additional line of credit for $150.0 million in the first quarter of 2025, initially collateralized by 3,250ofour bitcoin holdings. Together with the existing $200.0 million line of credit established in 2024, the Company had an aggregate of $350.0 million outstanding under its Line of Credit as of December 31, 2025, all of which were fully utilized. Refer to Note 16 - Debt in the notes to our Consolidated Financial Statements, for further information.
CRITICAL ACCOUNTING ESTIMATES
The following accounting estimates relate to the significant areas involving management's judgments and estimates in the preparation of our financial statements, and are those that it believes are the most critical to aid the understanding and evaluation of this management discussion and analysis:
•Digital assets - receivable, net
•Long-lived assets
•Income taxes
•Assets acquired and liabilities assumed in a business combination
•Goodwill impairment
•Loss contingencies
Digital assets - receivable, net
When we loan digital assets to a third-party entity, we first evaluate whether to derecognize such digital assets based on an evaluation of relevant control and asset derecognition considerations that include whether:
•We have transferred present rights to the economic benefits associated with the digital asset for a different right to receive digital assets in the future;
•We cannot sell, pledge, loan, or otherwise use the lent digital assets while the loan is outstanding, as those rights have been transferred to the borrower;
•Inherent in the realization of the economic benefits associated with the digital asset receivable is exposure to credit risk of the third-party entity; and
•The third-party entity that holds the digital assets can deploy those assets at its discretion for the duration of the lending arrangement and bears the risk of loss or theft of those assets, and otherwise has the ability to direct the use of the assets transferred.
If we conclude derecognition is appropriate, we derecognize the loaned digital assets that we no longer control and recognize a right to receive back in the future such loaned digital assets.
In accordance with ASU 2023-08, digital asset receivable is recorded at the fair value of the underlying digital assets. Throughout the period that the digital asset receivable is outstanding, the receivable will be measured at fair value of the underlying loaned digital asset with changes recorded in "Other" in current period earnings.
At loan commencement and throughout the loan period, we consider and account for the credit risk of the borrower using the principles in Topic 326 - Financial Instruments - Credit Losses ("Topic 326") to measure any credit impairment. The digital asset receivable is presented net of any allowance for credit losses. We utilize the probability of default ("PD") loss given default ("LGD") approach to estimating the allowance for credit loss ("ACL") at origination and subsequent reporting periods. In order to apply the PD LGD approach, management considers the lifetime of the digital asset receivable, the reasonable and supportable forecast period, and the PD LGD. We useeach instrument's life of loan period for estimating current expected credit losses, unadjusted by any prepayment risk as any risk would be immaterial to either the repayment in kind or the accrued loan fee receivable.
Long-Lived Assets
We have long-lived assets that consist primarily of property and equipment stated at cost, net of accumulated depreciation and impairment, as applicable. Depreciation is calculated on a straight-line basis and depends on the estimated useful lives of each type of asset and, in certain circumstances, estimates of fair values and residual values.
Our property and equipment is primarily composed of digital asset mining rigs, which are largely homogeneous and have approximately the same useful lives. Accordingly, we utilize the group method of depreciation for our digital asset mining rigs. Judgment is necessary in estimating the useful lives of our various assets. We periodically update the estimated useful lives of our asset group of digital asset mining rigs as information on the operations of the mining rigs indicate that changes are required. Changes in technological capabilities and market-related factors, such as the price of bitcoin, could impact the determination of useful lives of our mining rigs.
Management reviews our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. Recoverability of assets held and used is measured by comparing their carrying amount to the undiscounted future cash flows expected to be generated by the asset group. Significant judgment is used when estimating future cash flows, including assumptions regarding the price of bitcoin. If such assets are not recoverable, an impairment is recorded for the amount by which the carrying amount of the assets exceeds their fair value, determined in accordance with ASC 820 - Fair Value Measurement.
Changes in our estimates of useful lives, undiscounted cash flows or asset fair value could result in additional, potentially material impairments charges, which could have a material impact on our financial results.
Income Taxes
The primary objectives of accounting for income taxes are to recognize the amount of income taxes payable or refundable for the current year, and to recognize deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. We account for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based on enacted tax rates and are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management must make assumptions, judgments and estimates to determine our income tax benefit or expense and deferred tax assets and liabilities. We recognize tax positions when they are more likely than not to be sustained. Recognized tax positions are measured at the largest amount of benefit greater than 50% likely of being realized. Each period, we evaluate tax positions and adjust related tax assets and liabilities in light of changing facts and circumstances.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"), a comprehensive tax reform package containing a wide array of provisions impacting businesses. Among other changes, the OBBBA extends or permanently enacts several business and international tax measures originally introduced under the Tax Cuts and Jobs Act of 2017, which were previously scheduled to expire at the end of 2025. The enactment of the OBBBA did not have a material impact on our effective tax rate for the year ended December 31, 2025.
Assets Acquired and Liabilities Assumed in a Business Combination
We account for business combinations under the acquisition method of accounting in accordance with ASC 805 - Business Combinations, by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair value. The determination of fair value involves assumptions, estimates and judgments. Any purchase consideration in excess of the estimated fair values of net assets acquired is recorded as goodwill.
Goodwill Impairment
Goodwill is not subject to amortization, and instead, assessed for impairment annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with ASC 350.
Loss Contingencies
In the ordinary course of business, we may be involved in legal proceedings, claims and governmental and/or regulatory reviews. Management periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these matters. These estimates are developed, as applicable in consultation with outside counsel, and are based on an analysis of potential outcomes. In accordance with ASC 450 - Contingencies, loss contingencies are accrued if, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. The accruals may change in the future due to new developments in each matter or changes in our litigation strategy. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our estimates or outcomes relating to these matters.
Given the uncertain nature of litigation generally, we are not able in all cases to estimate the amount or range of loss that could result from an unfavorable outcome of the litigation to which we are a party. In view of these uncertainties, we could incur charges in excess of any currently established accruals and, to the extent available, liability insurance. In the opinion of management, any such future charges, individually or in the aggregate, could have a material adverse effect on our consolidated results of operations, financial condition and/or consolidated cash flows. From time to time, we may challenge unfavorable outcomes and obtain surety bonds in connection therewith, and our exposure under such surety bonds will depend on the outcome of our challenge. We have in the past used, and may in the future use, borrowings under our master lending agreements or other financing sources to post such surety bonds, collateralized by bitcoin. If the price of bitcoin drops substantially, we may face a margin call on our borrowings under the master lending agreements, which would require us to provide additional collateral to avoid liquidation by lenders of pledged bitcoin to cover amounts owing.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2- Summary of Significant Accounting Policies to our Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.
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