Form 8-K

8-K — MARA Holdings, Inc.

Accession: 0000950142-26-002012

Filed: 2026-07-09

Period: 2026-07-02

CIK: 0001507605

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — eh260804074_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (eh260804074_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 2, 2026

MARA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-36555

01-0949984

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1010 South Federal Highway, Suite 2700

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(800) 804-1690

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

MARA

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement

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. Buyer is required to make the Milestone

Payments as and when the applicable development milestones are achieved, as well as additional payments in the event of certain shortfalls.

The Purchase Agreement contains customary representations

and warranties and covenants made by the parties, as well as certain post-closing covenants, including covenants relating to Buyer’s

use of commercially reasonable efforts to obtain certain of the approvals contemplated therein.

The foregoing summary of the Purchase Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which

will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

Press Release

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.

The information in this Item 7.01 to this Current

Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K and other reports

filed by the Company from time to time with the Securities and Exchange Commission contain forward-looking statements within the meaning

of the federal securities laws. All statements, other than statements of historical fact, included in this Current Report on Form 8-K

are forward-looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,”

“intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives

of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying

words. Such forward-looking statements include, among other things, statements related to the occurrence of any event, change or other

circumstance that could give rise to the exercise of any return or forfeiture right under, the Purchase Agreement; the Company’s

planned development of the Site as a digital infrastructure campus; the expected power capacity (including as a result of the agreement

to acquire Long Ridge Energy & Power), scalability and performance of the Site; the anticipated ability to commercialize the Site’s

power capacity for Bitcoin mining and/or high-performance computing workloads; and the anticipated benefits of the Transaction to the

Company. Such forward-looking statements are based on management’s current expectations about future events as of the date hereof

and involve many risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed

or implied in these forward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s

assumptions, may cause the Company’s views to change. Readers are cautioned not to place undue reliance on such forward-looking

statements. All forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual

results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including

uncertainties related to market conditions, the risk that the Transaction disrupts the Company’s current plans and operations or

diverts management’s attention from its ongoing business, the effect of the announcement of the Transaction on the ability of the

Company to retain and hire key personnel and maintain relationships with others with whom it does business, the effect of the announcement

of the Transaction on the Company’s operating results and business generally and the other factors discussed in the “Risk

Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the U.S. SEC and the risks described in

other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report

on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement,

whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release, dated July 9, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 9, 2026

MARA HOLDINGS, INC.

By:

/s/ Zabi Nowaid

Name:

Zabi Nowaid

Title:

General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260804074_ex9901.htm · Sequence: 2

EXHIBIT

99.1

MARA

Signs Agreement with HIF to Acquire Strategic Powered Land Site in Texas

Expands

MARA's digital infrastructure platform with access to approximately 2 GW of power capacity

HIF

to retain minority ownership in the project

Thousands

of jobs expected for Texas

MIAMI,

FL and HOUSTON, TX, July 9, 2026 — 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. HIF will continue its advanced fuels development plans on other sites.

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. 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. MARA 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. Upon execution of a lease with

an HPC tenant, HIF will retain a minority ownership interest in the project.

The

transaction enables HIF to unlock value from infrastructure assets while maintaining participation in the site’s future development

and supporting its broader advanced fuels strategy.

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.

“This

transaction advances our strategy of securing strategically located infrastructure assets capable of supporting high-performance compute

and bitcoin workloads,” said Fred Thiel, MARA's chairman and CEO. “As demand for digital infrastructure continues to grow,

we believe sites with access to reliable, scalable power will become increasingly valuable. This acquisition meaningfully expands our

long-term development pipeline and strengthens our ability to support high-performance compute and maximize the value of that power over

time. We look forward to working with our partners at the site to deliver on the project buildout and drive long-term value for all our

stakeholders.”

Renato

Pereira, CEO of HIF USA, said, “We are pleased to welcome MARA to our long-term partnership with Matagorda County, accelerating

our commitment to economic investment and jobs for Texans. The development of this digital infrastructure serves as a powerful economic

anchor to strengthen Matagorda County and create local career opportunities for a prosperous future. We have given Notice to Proceed

for construction on the switchyard to connect the site to the grid. We continue work on our advanced fuels facilities on other sites

we control in Texas and worldwide to provide new sources of secure energy supply to meet rapidly growing global demand.”

Site

Development Details

Phased

construction of the digital infrastructure campus is expected to begin in 2026, contingent upon regulatory approvals.

combining MARA's expertise in securing and managing large-scale power loads, Starwood Digital Ventures' world-class experience developing

and operating data centers, and HIF's history in Matagorda, MARA believes the site is well positioned to support future digital infrastructure

opportunities and create long-term value for customers, local communities, and shareholders.

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.

About

MARA

(NASDAQ: MARA) deploys digital energy technologies to advance the world’s energy systems. Harnessing the power of compute, MARA

transforms excess energy into digital capital, balancing the grid and accelerating the deployment of critical infrastructure. Building

on its expertise to redefine the future of energy, MARA develops technologies that reduce the energy demands of high-performance computing

applications, from AI to the edge.

About

HIF Global

HIF

Global is a world leading e-Fuels company developing large scale infrastructure projects to recycle captured CO₂ and produce synthetic

fuels for existing engines. The name HIF reflects the company’s mission: to produce Highly Innovative Fuels that contribute to

global energy security. HIF already produces e-Fuels at its HIF Haru Oni facility in southern Chile and is developing large scale projects

in the United States, Uruguay, Brazil, Australia, and Chile. For more information, visit www.hifglobal.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements

of historical fact, included in this press release are forward-looking statements. The words “may,” “will,” “could,”

“anticipate,” “expect,” “intend,” “believe,” “continue,” “target”

and similar expressions or variations or negatives of these words are intended to identify forward-looking statements, although not all

forward-looking statements contain these identifying words. Such forward-looking statements include, among other things, statements related

to the occurrence of any event, change or other circumstance that could give rise to the exercise of any return or forfeiture right under,

the purchase agreement entered into in connection with MARA’s acquisition of the site; MARA’s planned development of the

site as a digital infrastructure campus; the expected power capacity (including as a result of the agreement to acquire Long Ridge Energy

& Power), scalability and performance of the site; the anticipated ability to commercialize the site’s power capacity for high-performance

compute and bitcoin workloads; the number of construction and other jobs anticipated to be created; and the anticipated benefits of the

transaction to MARA. Such forward-looking statements are based on management’s current expectations about future events as of the

date hereof and involve many risks and uncertainties that could cause MARA’s actual results to differ materially from those

expressed

or implied in these forward-looking statements. Subsequent events and developments, including actual results or changes in MARA’s

assumptions, may cause MARA’s views to change. Readers are cautioned not to place undue reliance on such forward-looking statements.

All forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual results

may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties

related to market conditions, the risk that the transaction disrupts MARA’s current plans and operations or diverts management’s

attention from its ongoing business, the effect of the announcement of the transaction on the ability of MARA to retain and hire key

personnel and maintain relationships with others with whom it does business, the effect of the announcement of the transaction on MARA’s

operating results and business generally and the other factors discussed in the “Risk Factors” section of MARA’s most

recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the risks described

in other filings that MARA may make from time to time with the SEC. Any forward-looking statements contained in this press release speak

only as of the date hereof, and MARA specifically disclaims any obligation to update any forward-looking statement, whether as a result

of new information, future events, or otherwise, except to the extent required by applicable law.

MARA

Company Contact:

Telephone: 800-804-1690

Email: ir@mara.com

MARA

Media Contact:

Email: mara-jf@joelefrank.com

HIF

USA Media Contact:

Liza

Luter

Email: lluter@cgcn.com

Phone: 214-601-7474

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