{"url_path":"/sec/mara/8-k/2026-06-25/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1507605/0000950142-26-001875-index.html","accession_number":"0000950142-26-001875","cik":"0001507605","ticker":"MARA","issuer_name":"MARA Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1507605/0000950142-26-001875-index.html","primary_entity_key":"0001507605","primary_entity_name":"MARA Holdings, Inc."},"word_count":755,"has_tables":true,"body_markdown":"**ITEM 8.01 Other Events**\n\nAs previously disclosed, on April 29, 2026,\nMARA USA Corporation, a Delaware corporation (“Buyer”) and a subsidiary of MARA Holdings, Inc., a Nevada corporation\n(the “Company”), and (solely for the purposes of Articles V, IX, and X thereof) the Company entered into an Equity\nPurchase Agreement with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners\nFinance LLC, a Delaware limited liability company (together with ORPH, the “Sellers”), and (solely for the purposes\nof Articles V, IX and X, and Sections 2.5, 6.10, 6.16 and 6.20) FTAI Infrastructure Inc., a Delaware corporation, pursuant to which Buyer\nwill acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC, a\nDelaware limited liability company (“Long Ridge”), from the Sellers for a base purchase price of approximately $1.5\nbillion, subject to customary purchase price adjustments, after which Long Ridge will become an indirect wholly owned subsidiary of the\nCompany (the “Transaction”).\n\nThe investor presentation attached as Exhibit\n99.1 (the “Investor Presentation”) to this Current Report on Form 8-K is being filed to provide investors with additional\ninformation regarding the Transaction. The Investor Presentation is incorporated into this Item 8.01 by reference.\n\n**Forward-Looking Statements**\n\nThis Current Report on Form 8-K and other reports\nfiled by the Company from time to time with the Securities and Exchange Commission contain forward-looking statements within the meaning\nof the federal securities laws. All statements, other than statements of historical fact, included in this Current Report on Form 8-K\nare forward-looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,”\n“intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives\nof these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying\nwords. Such forward-looking statements include, among other things, statements related to the parties’ ability to consummate the\nTransaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the\nnecessary third-party approvals, or the satisfaction of other closing conditions to consummate the Transaction; the occurrence of any\nevent, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties\nor expenditures relating to the Transaction; the Company’s planned development of digital infrastructure projects, including the\nHannibal, Ohio campus; the expected capacity, scalability and performance of those facilities; the anticipated ability to shift between\nhyperscale and AI workloads and Bitcoin mining at those facilities; the Company’s ability to finance the Transaction on acceptable\nterms, or at all; the anticipated benefits of the proposed Transaction to the Company, including the Company’s expansion into high-performance\ncomputing; the Company’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash\nflows from the Long Ridge Facility and the expected accretive impact of the Transaction to the Company’s profitability metrics.\nSuch forward-looking statements are based on management's current expectations about future events as of the date hereof and involve many\nrisks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in these\nforward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s assumptions,\nmay cause the Company’s views to change. Readers are cautioned not to place undue reliance on such forward-looking statements. All\nforward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual results may\ndiffer materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties\nrelated to market conditions, the risk that the Transaction disrupts the Company’s current plans and operations or diverts management's\nattention from its ongoing business, the effect of the announcement of the Transaction on the ability of the Company to retain and hire\nkey personnel and maintain relationships with others with whom it does business, the effect of the announcement of the Transaction on\nthe Company’s operating results and business generally and the other factors discussed in the “Risk Factors” section\nof 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\nCompany may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only\nas of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result\nof new information, future events, or otherwise, except to the extent required by applicable law."}