0001507605-26-000007
SEC filingRevenue rose 38% to $907M but net loss of $1.31B due to bitcoin fair value decline and impairments.
MARA is an energy and digital infrastructure company that uses Bitcoin mining as a flexible, energy-responsive workload to monetize excess and underutilized power and optimize power management across its portfolio. The company is also developing artificial intelligence (AI) inference and high-performance computing (HPC) capabilities. As of the filing, MARA operates across four continents and 18 data centers in North America, the Middle East, Europe, and Latin America, with approximately 1.9 GW of total capacity. The company has strategically transitioned from an asset-light model to an ownership-based approach, with owned and operated sites now representing approximately 70% of total capacity.
The filing does not disclose separate reporting segments. The business is described as a single integrated platform centered on energy management, Bitcoin mining, and emerging AI/HPC workloads.
MARA’s core product is Bitcoin mining, performed using approximately 490,000 mining rigs (ASICs). The company is also building AI inference and HPC infrastructure, leveraging its existing data center footprint. Additionally, MARA operates a digital asset management strategy that includes lending bitcoin, structured trading, and collateralized financing to generate incremental income. The acquisition of Exaion SaS enhances its HPC and cloud capabilities, while the Strategic Agreement with Starwood Digital Ventures aims to develop hyperscale AI/HPC infrastructure.
The filing does not detail distribution channels or customer concentration for its mining output; bitcoin is sold on the open market or held. For AI/HPC, the company expects to offer inference compute capacity and private cloud solutions to third-party customers, but these activities are in early stages and have not generated material revenue.
In digital asset mining, MARA competes with other miners and mining pools globally. In the AI/HPC market, it faces competition from hyperscale cloud providers and specialized infrastructure operators with significant resources.
MARA’s strategy centers on owning and controlling energy and digital infrastructure to improve operating control and margin durability. Bitcoin mining remains the foundation, with a focus on growing hashrate and bitcoin holdings. The company is expanding into AI and HPC to diversify its compute workloads, using capital-efficient approaches such as joint ventures (e.g., with Starwood). It also employs a digital asset management strategy to generate returns from its bitcoin holdings. Key 2025 milestones included increasing hashrate to 66.4 EH/s, acquiring a wind farm, and expanding through acquisitions.
As of December 31, 2025, MARA had approximately 266 full-time employees in the United States and United Arab Emirates. The company maintains an equity incentive plan to align employee interests with long-term success and provides competitive compensation and benefits.
Revenue increased 38% to $907.1 million in 2025 from $656.4 million in 2024, driven primarily by a 46% rise in Bitcoin mining revenue to $872.4 million. This was fueled by a 53% increase in the average price of Bitcoin mined ($101,221 vs. $66,249), partially offset by a 7% decline in Bitcoin production (8,799 vs. 9,430 BTC) due to the April 2024 halving, higher network difficulty, and temporary deployment of less efficient miners. Hosting services revenue plummeted 85% to $4.7 million following planned contract terminations, while other revenue surged to $18.4 million from new energy services. Net loss attributable to common stockholders was $1.31 billion compared to net income of $541.3 million in 2024, primarily reflecting a $422.2 million decrease in the fair value of Bitcoin holdings (vs. a $1.11 billion gain in 2024) and a $304.6 million loss on digital assets. Operating costs rose: purchased energy costs increased 82% to $179.0 million, operating and maintenance costs rose 50% to $96.0 million, and third-party hosting costs grew 14% to $292.2 million, driven by expansion. Depreciation and amortization surged 80% to $772.8 million, including $110.5 million of accelerated depreciation. Adjusted EBITDA swung to a negative $330.8 million from positive $1.23 billion.
Bitcoin mining remains the dominant segment, contributing 96% of revenue. Despite lower production, higher Bitcoin prices boosted revenue. The company continued to scale: energized hashrate reached 66.4 EH/s (up 25% from 53.2 EH/s) and miner efficiency improved to 18.6 J/TH. Owned facilities produced 4,596 BTC at an average energy cost of $38,956 per BTC, up from $29,084 due to halving and higher network difficulty. Hosting and other digital asset mining segments shrank as management pivoted to owned infrastructure and new initiatives. Digital asset management activities generated $32.1 million in lending income but incurred a $22.1 million trading loss via a managed account.
Management expects to continue monetizing Bitcoin opportunistically to fund operations and growth, with 4,076 BTC sold in 2025. In 2026, the strategy was expanded to allow sales of held Bitcoin. The company plans to further reduce energy costs, expand AI/HPC infrastructure (via Exaion acquisition and Starwood strategic agreement), and enhance financial flexibility. Key risks include Bitcoin price volatility, rising network difficulty, energy cost fluctuations, and access to capital markets. With $547.1 million cash and $4.7 billion in digital assets (at year-end), liquidity is deemed sufficient. Guidance is qualitative, emphasizing disciplined capital allocation and strategic growth through partnerships and acquisitions.
As of December 31, 2025, Marathon held $547.1 million in cash and cash equivalents, with restricted cash of $12.0 million. The company's digital assets (bitcoin) were valued at $3.37 billion, of which $3.37 billion was non-current and $2.4 million current. Total assets reached $7.29 billion, driven by $1.49 billion in property and equipment. Total debt stood at $3.65 billion, including $350 million drawn on a line of credit and $3.25 billion in convertible notes. Shareholders' equity totaled $3.47 billion, with accumulated deficit increasing to $1.34 billion from $26 million in 2024.
The Notes section disclosed no explicit purchase commitments beyond advances to vendors ($7.7 million) and deposits ($238.6 million). Contingent consideration liabilities of $13.8 million were recorded for earn-outs from the GC Data Center, Arkon, and Wind Farm acquisitions. The wind farm acquisition also added a $3.3 million asset retirement obligation.
Marathon did not repurchase shares or pay dividends in 2025. The company raised $1.025 billion via the August 2032 Convertible Notes, using $39.8 million to purchase capped calls. It also borrowed $150 million under a new line of credit and repaid $19.4 million of its December 2026 Notes. Capital expenditures were $407 million, primarily for mining rigs and infrastructure, representing 44.9% of revenue.
The company operates as a single segment—digital asset mining and infrastructure. Revenue is disaggregated by activity: mining operator block rewards ($830 million), mining participant ($45 million), hosting ($5 million), and other ($18 million). Substantially all operations are in the United States, with minor foreign activity through an equity method investee in Abu Dhabi.
Marathon's business is overwhelmingly dependent on bitcoin's market price, which experienced extreme volatility in FY2025 (range $76k-$126k) and a sharp decline to ~$60k in early Q1 2026. This directly impacts mining revenue, the value of bitcoin holdings, and liquidity. The company faces potential forced sales of bitcoin to service convertible notes with put rights in 2027, especially if market conditions deteriorate. Bitcoin's price is also influenced by regulatory, technical, and adoption factors, all of which remain uncertain.
The regulatory landscape for cryptocurrencies is rapidly evolving and inconsistent across jurisdictions. A determination that bitcoin is a security would impose significant compliance costs and could force registration as an investment company. Operating in foreign jurisdictions (e.g., France after the Exaion acquisition) exposes Marathon to political opposition, sanctions risks, and additional regulatory burdens. U.S. trade policies and tariffs on mining equipment (largely sourced from China) threaten supply chain stability. Environmental regulations targeting high energy consumption could increase costs or force operational changes.
Marathon's ability to remain competitive depends on continuously increasing hashrate, which requires substantial capital for new mining hardware. The global supply chain for miners is vulnerable to trade restrictions and geopolitical tensions. Bitcoin lending activities (9,377 bitcoin loaned) introduce counterparty default risk, and the company lacks insurance for digital assets. Cybersecurity threats, including hacking and private key loss, could result in permanent loss of assets. Bitcoin network risks such as halving events (next in April 2028), 51% attacks, and forks could reduce mining profitability or undermine confidence.
The Starwood Strategic Agreement (Feb 2026) to develop data centers for AI/HPC involves significant execution, financing, and counterparty risks. Marathon may have limited control over joint ventures and could face capital calls or forced asset sales. The Exaion acquisition introduces political opposition in France and integration challenges. Expansion into AI/HPC is capital-intensive, may divert power capacity from mining, and carries uncertainty in customer demand and revenue realization. These initiatives could dilute stockholder value and strain financial resources.
Marathon's liquidity is highly sensitive to bitcoin price declines, as seen in margin call risks on $350 million in bitcoin-collateralized credit lines. The company expects to need additional capital, potentially through dilutive equity offerings or restrictive debt. Outstanding convertible notes and at-the-market stock issuances continue to dilute existing stockholders. Accounting standards for bitcoin remain uncertain, posing risks of financial restatements. The combination of these factors makes Marathon's stock price highly volatile and subject to external market conditions.
The provided document excerpt does not include the actual cash flow statement numbers. Therefore, no analysis can be performed. The filing index references the consolidated statements of cash flows at page F-10, but the numerical data is missing from the input.