MARA Holdings, Inc. 8-K

What Happened

• MARA Holdings, Inc. (through subsidiary Volt Texas, LLC) entered into and closed a Membership Interest Purchase Agreement on July 2, 2026 to acquire all issued and outstanding membership interests of MAT 1177 LLC from HIF USA LLC. The Project Company holds land rights in Texas (a purchased parcel plus land under contract) and a letter agreement (LOA) for 2,000 megawatts of power capacity to the Site.
• The Project Company intends to develop the Site in partnership with Starwood Digital Ventures as a large-scale digital infrastructure campus for high-performance computing and flexible compute operations, including Bitcoin mining. MARA filed the 8-K and furnished a related press release (Exhibit 99.1) dated July 9, 2026.

Key Details

• Agreement date and closing: July 2, 2026 (transaction closed upon signing).
• Purchase price structure: up to $600.0 million in aggregate, payable as post-closing milestone payments tied to project development events (e.g., regulatory approvals, acquisition of contracted land, site authorization to receive power, and execution of a data center lease).
• Power capacity: LOA for 2,000 megawatts of capacity to serve the Site.
• Seller retention: Seller may retain a minority equity interest upon execution of a third-party data center lease; Buyer must make additional payments for certain shortfalls.

Why It Matters

• This deal adds a large-scale Texas development opportunity and significant potential power capacity (2,000 MW) to MARA’s portfolio, supporting growth in data center and high-performance computing operations, including Bitcoin mining—areas the company has targeted previously.
• The up-to-$600M payment is milestone-based, so future cash obligations depend on achieving specific development and regulatory milestones; investors should watch progress on approvals, site acquisition, power authorization, and lease activity to assess when and how much MARA will need to fund.
• MARA will file the full Purchase Agreement as an exhibit to its Form 10-Q for the quarter ended September 30, 2026, which will provide additional contract detail for investors.