MARA Holdings, Inc. Common Stock

Strategic execution · Merger acquisition and divestiture risks

We have engaged in, and may continue to engage in, strategic acquisitions and other transactions that could disrupt our business, dilute our stockholders, strain our financial resources and harm our operating results. Acquisitions may require us to issue common stock, thereby diluting existing stockholders, or take on liabilities from acquired businesses.

Innovation and product development · Intellectual property protection and infringement

Developing and protecting new inventions and intellectual property is costly, time-consuming and uncertain. Our pursuit to develop new inventions or intellectual property requires significant financial, managerial and other resources. There is no guarantee that these efforts will result in valuable intellectual property or generate revenue.

Strategic execution · Strategic transformation and turnaround risks

Our expansion into AI and HPC may divert resources from our core Bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity. The allocation of resources to support AI and HPC development may reduce the capital, personnel, infrastructure and power capacity available for our mining business.

Market and investment · Trading and market making activities

During periods of market stress and extreme volatility, we may be unable to timely liquidate or hedge our bitcoin or related positions, and exchange-driven liquidations or auto-deleveraging could materially and adversely affect our liquidity, results of operations and financial condition.

Credit and liquidity · Credit risk and customer defaults

Our bitcoin lending and other digital asset management activities expose us to credit, market, liquidity and operational risks. As of December 31, 2025, approximately 9,377 bitcoin were loaned to third parties under such arrangements. Borrowers may fail to repay their loans due to market downturns, liquidity constraints, fraud, operational failures or other financial challenges.

Capital structure and performance · Financial performance volatility

Because our revenue is primarily derived from mining bitcoin, our profitability fluctuates in direct correlation with bitcoin price movements. A decrease in bitcoin's price results in a corresponding decrease in the value of the bitcoin we mine, reducing our revenues and profitability on a dollar-for-dollar basis.

Credit and liquidity · Access to capital and financing

We expect that we will need to raise additional capital to expand our operations, pursue our growth strategy and respond to competitive pressures or unanticipated working capital requirements. We may seek but fail to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations.

Digital transformation and innovation · Technology obsolescence and evolution

Bitcoin mining, AI and HPC hardware experiences wear and tear over time, requiring periodic repairs or replacement to maintain efficiency. Additionally, as mining, AI and HPC technology evolves, we must invest in newer, more efficient equipment to remain competitive, which requires significant capital expenditures.

Cybersecurity and data protection · Insider threats and access controls

Our systems and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee or otherwise, and, as a result, an unauthorized party may obtain access to our private keys, data or digital assets.

Cybersecurity and data protection · Data breaches and cyber attacks

Cybersecurity threats, including hacking and malware, could result in loss of digital assets, reputational damage, and business disruptions. A successful cybersecurity breach could result in the theft or loss of our bitcoin holdings, disruptions to our mining operations and significant reputational harm.

Core operations · Capacity utilization and efficiency

Significant disruptions in the cryptocurrency markets could materially impair the value of our mining rigs, and prolonged low bitcoin prices could force us to idle mining rigs. If bitcoin's price drops and remains low for an extended period, we may have to consider whether it is financially viable to continue operating certain mining rigs until prices recover.

Supply chain and procurement · Raw material availability and cost volatility

We face risks related to technological obsolescence, vulnerability of the global supply chain for cryptocurrency, AI and HPC hardware, potential trade restrictions and difficulty in obtaining new hardware. The global supply of miners is unpredictable and presently heavily dependent on manufacturers based in China.

Project and contract management · Project execution and delivery risks

The development of large-scale data centers for hyperscaler tenants is complex and subject to numerous contingencies, including securing adequate and timely power arrangements, obtaining required governmental permits and approvals, satisfying regulatory requirements, finalizing design and engineering specifications.

Economic and market conditions · Economic recession and downturns

Broader macroeconomic instability, inflation and regulatory uncertainty could impact our ability to conduct business efficiently and profitably. A significant decline in bitcoin's value due to economic or geopolitical factors could negatively affect our financial condition.

Geopolitical and trade · Trade policies tariffs and sanctions

Geopolitical matters, including the relationship between the United States and other countries and trade restrictions and tariffs (or the threat of trade restrictions or tariffs), may impact our ability to import miners or other equipment necessary for our operations. Restrictions or bans on mining equipment from China could disrupt our supply chain, increase equipment costs and delay our growth plans.

Geopolitical and trade · International conflicts and tensions

Geopolitical events, including the war in Ukraine and high inflation, have driven up global energy prices. If power costs continue to rise, our ability to mine Bitcoin or process AI inference profitably could be severely impacted.

Stakeholder relations · Investor relations and market confidence

Our stock price is volatile and subject to significant fluctuations. The market price of our common stock is highly volatile and may fluctuate widely due to factors beyond our control, including changes in our industry, particularly those affecting bitcoin and other digital assets.

Reputation and brand · Brand damage and negative publicity

Noise generated by our mining, AI and HPC operations poses regulatory, legal, operational and reputational risks. This noise poses risks to our business, including community complaints, reputational damage, litigation risk, regulatory risk, operational constraints, increased costs and opposition to expansion.

Legal and litigation · Litigation and legal proceedings

Any intellectual property litigation, regardless of its merit, may be costly and time-consuming to defend, divert management's attention and resources, and create uncertainty regarding our operations. If a court were to uphold an intellectual property claim against us, we could be required to pay substantial damages.

Data and privacy · Data protection and privacy laws

Operating in France subjects us to additional legal, regulatory, tax, labor and compliance requirements that differ from those in the United States and that may be more complex, restrictive or costly to comply with. These include, among others, French and European Union laws and regulations relating to anti-corruption, anti-bribery, data protection, labor and employment, environmental matters, corporate governance and financial reporting.