MARA Holdings Announces Amendment to Texas Project Purchase, $100M Deposit

What Happened
MARA Holdings, Inc. announced an amendment (entered Sept. 21, 2026) to the July 2, 2026 Membership Interest Purchase Agreement under which its subsidiary Volt Texas LLC acquired MAT 1177 LLC, a Project Company holding Texas land and rights for a planned data‑center campus. The First Amendment adds a $100.0 million security deposit posted with the electric utility for 2,000 megawatts of capacity, restructures post‑closing milestone payments, and replaces certain return/reconveyance provisions with a sale process and a seller right of first offer if specified trigger events occur.

Key Details

• Buyer/Entity: Volt Texas LLC (subsidiary of MARA); Seller: HIF USA LLC; Guarantor: MARA USA Corporation. Transaction originally closed July 2, 2026. Amendment dated Sept. 21, 2026.
• Power capacity: rights related to 2,000 megawatts of electric capacity for the Site.
• Cash/price: aggregate purchase price remains up to $600.0 million if all Milestones are achieved; Buyer posted a $100.0M Security Deposit with the Electric Utility Company (withdrawable by Buyer in its sole discretion, subject to the sale process).
• Contract changes: Milestone payments restructured (including splitting certain regulatory‑approval payments into two installments tied to an audit and Buyer’s election to proceed); eliminated prior membership return/reconveyance terms and established a third‑party sale process with Seller right of first offer and agreed waterfall for net proceeds.

Why It Matters
This amendment clarifies how MARA will fund and advance a large Texas data‑center site and secures substantial electric capacity (2,000 MW) that is central to the project’s economics. The $100M security deposit is a material, near‑term cash commitment (though the filing notes Buyer can withdraw it subject to conditions). Investors should note the transaction still depends on future Milestones, regulatory audit outcomes and Buyer decisions; if all Milestones are met the total purchase consideration could reach $600M. The filing also includes standard forward‑looking statement cautions about risks and uncertainties.