MARA acquires 1,200-acre Texas site with 2 GW power capacity for up to $600M

On July 2, 2026, Volt Texas, LLC (“Buyer”), a Delaware limited liability company and a subsidiary of MARA Holdings, Inc., a Nevada corporation (“MARA” or the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HIF USA LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer acquired all of the issued and outstanding limited liability company membership interests (other than a retained equity interest to be held by Seller as described below) of MAT 1177 LLC, a Delaware limited liability company (the “Project Company”), resulting in the Project Company becoming an indirect subsidiary of MARA (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.

The Project Company holds (i) rights under certain purchase and sale contracts to acquire land located in Texas (the “Site Under Contract”), (ii) title to an additional parcel of adjacent land (the “Owned Site” and, together with the Site Under Contract, the “Site”), and (iii) rights under a letter agreement with an electric utility company (the “LOA”) relating to the provision of 2,000 megawatts of power capacity to the Site. The Project Company intends to develop the Site through its previously announced partnership with Starwood Digital Ventures as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible compute operations, including Bitcoin mining.

Under the Purchase Agreement, the aggregate purchase price for the membership interests being acquired is structured as a series of post-closing milestone payments (collectively, the “Milestone Payments”) tied to specified project development events, consisting of, among other things: (i) receipt of certain regulatory approvals and the Project Company’s acquisition of the Site Under Contract; (ii) the Site being authorized to receive power; and (iii) upon execution of a data center lease with a third-party tenant, Seller's retention of a minority interest in the Site. Assuming all milestones are achieved, the aggregate purchase price would be $600.0 million.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On July 9, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”), a leading energy and digital infrastructure company, and HIF USA LLC (“HIF”), a leading energy and sustainable fuels company, today announced that they have entered into a definitive agreement under which MARA will acquire from HIF a large-scale powered land site in Matagorda County, Texas, approximately 90 miles southwest of Houston. ... The site encompasses more than 1,200 acres and is expected to provide access to up to an initial 1 GW of grid capacity by October 2027 and up to 2 GW by April 2028.

Upon full energization, the site is expected to more than double MARA's potential power capacity to approximately 4.8 GW across its portfolio (including the anticipated close of MARA’s previously announced agreement to acquire Long Ridge Energy & Power), further strengthening MARA's position as a developer and operator of large-scale digital infrastructure.

MARA has a proven track record of investing in the communities where it operates while supporting grid reliability and local economic growth. To date, MARA has invested more than $1.2 billion in Texas. MARA intends to continue investing significantly to develop a premier digital infrastructure campus that is expected to support thousands of construction and permanent full-time jobs upon completion.

The site is well positioned to support next-generation, efficient digital infrastructure development, and has already received interest from potential High-Performance Computing (“HPC”) tenants.