MARA Holdings, Inc. 8-K

What Happened
On February 26, 2026, MARA USA Corporation (a wholly owned subsidiary of MARA Holdings, Inc.) entered into a Strategic Agreement with Starwood Capital Group Global III, L.P. to develop, lease and market a specified list of MARA’s existing U.S. bitcoin mining data center properties (all U.S. properties other than those already in third‑party joint ventures). Starwood will perform pre‑development services (due diligence, permits, power arrangements and pursuing a hyperscaler tenant) at MARA’s cost subject to caps, and may continue pre‑development at its own expense if caps are reached. If specified triggers are met — for example, securing an executable lease with a qualifying hyperscaler tenant — each party may elect to proceed; if both proceed the asset will be contributed to a newly formed joint venture. MARA may elect a 10%–50% economic interest in each joint venture; Starwood will be the managing member.

Key Details

• Date filed: February 26, 2026; parties: MARA USA Corporation and Starwood Capital Group Global III, L.P.
• MARA’s JV interest: MARA may elect between 10% and 50% ownership in each Joint Venture.
• Decision timeline: Each property decision must be made within 24 months after closing, with a potential 12‑month extension if Starwood is in active bona fide negotiations with a hyperscaler.
• MARA protections/operations: MARA will either (a) retain rent‑free bitcoin mining rights on contributed properties and keep its miners and personal property infrastructure, or (b) be compensated to relocate from the property; if Starwood procures an executable hyperscaler lease and MARA declines, MARA must sell its rights to the powered land to Starwood.
• Governance and financing: Starwood manages development, can make capital calls for costs, and major decision approval rights for MARA vary by its elected ownership percentage. After a specified lock‑out period, either party may force a sale of the property, subject to a right‑of‑first‑offer in favor of the other party.

Why It Matters
This agreement creates a pathway for MARA to convert a subset of its U.S. property portfolio into development joint ventures or sales with a large real‑estate investor, potentially accelerating commercialization of data center assets tied to its bitcoin mining operations. The deal can change MARA’s ownership stake in those assets (possibly to a minority position), shift development and capital obligations to the joint ventures, and could result in MARA either continuing rent‑free mining on sites or being paid to relocate. Investors should note the decision windows, possible capital calls, and the mechanics that could lead to sales of powered land if MARA declines to proceed after Starwood secures a qualifying tenant.