MARA Holdings, Inc. 8-K

What Happened

• On April 29, 2026, MARA USA Corporation (a subsidiary of MARA Holdings, Inc.) entered into an Equity Purchase Agreement to acquire 100% of the membership interests in Long Ridge Energy & Power LLC from Ohio River Partners affiliates for a base purchase price of approximately $1.5 billion, subject to customary adjustments. Long Ridge includes a combined‑cycle gas turbine power plant with 485 MW nameplate capacity (expected to increase to 505 MW in H2 2026) and over 1,600 contiguous acres of industrially permitted land with water and fiber access. MARA currently operates a data center on the Long Ridge (Hannibal, Ohio) campus.

Key Details

• Agreement date: April 29, 2026; press release filed April 30, 2026 (Exhibit 99.1).
• Purchase price: ~ $1.5 billion base, subject to customary closing adjustments.
• Assets: 485 MW plant (rising to ~505 MW H2 2026) and 1,600+ acres with water and fiber; MARA already operates a data center at the site.
• Conditions & protections: closing subject to customary representations, covenants, consents and financing; parties may terminate after Nov 30, 2026 (or June 30, 2027 if certain regulatory items remain); possible $75.0 million termination fee in certain scenarios.
• Sellers will assist with procuring debt financing, obtaining consents/amendments for change‑of‑control provisions, and conducting any necessary offers/consent solicitations related to Long Ridge’s 8.750% Senior Secured Notes due 2032. Parties also agreed to negotiate and pursue related railroad asset sale/operation agreements to close substantially concurrently.

Why It Matters

• This is a material acquisition for MARA (approx. $1.5B) that would make Long Ridge an indirect wholly owned subsidiary and brings significant power generation and industrial land under MARA’s control while connecting to an existing MARA data center on site. The transaction could materially affect MARA’s asset base, operations and capital structure once closed. However, closing is subject to customary conditions, required consents and potential termination provisions, so the transaction is not final.