{"url_path":"/sec/mara/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1507605/0000950142-26-002012-index.html","accession_number":"0000950142-26-002012","cik":"0001507605","ticker":"MARA","issuer_name":"MARA Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1507605/0000950142-26-002012-index.html","primary_entity_key":"0001507605","primary_entity_name":"MARA Holdings, Inc."},"word_count":445,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive\nAgreement**\n\n \n\nOn July 2, 2026, Volt Texas, LLC (“Buyer”),\na Delaware limited liability company and a subsidiary of MARA Holdings, Inc., a Nevada corporation (“MARA” or the “Company”),\nentered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HIF USA LLC, a Delaware limited liability\ncompany (“Seller”), pursuant to which Buyer acquired all of the issued and outstanding limited liability company membership\ninterests (other than a retained equity interest to be held by Seller as described below) of MAT 1177 LLC, a Delaware limited liability\ncompany (the “Project Company”), resulting in the Project Company becoming an indirect subsidiary of MARA (the “Transaction”).\nThe Transaction closed simultaneously with the execution of the Purchase Agreement.\n\n \n\nThe Project Company holds (i) rights under\ncertain purchase and sale contracts to acquire land located in Texas (the “Site Under Contract”), (ii) title to an additional\nparcel of adjacent land (the “Owned Site” and, together with the Site Under Contract, the “Site”), and (iii) rights\nunder a letter agreement with an electric utility company (the “LOA”) relating to the provision of 2,000 megawatts of power\ncapacity to the Site. The Project Company intends to develop the Site through its previously announced partnership with Starwood Digital\nVentures as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible\ncompute operations, including Bitcoin mining.\n\n \n\nUnder the Purchase Agreement, the aggregate\npurchase price for the membership interests being acquired is structured as a series of post-closing milestone payments (collectively,\nthe “Milestone Payments”) tied to specified project development events, consisting of, among other things: (i) receipt of\ncertain regulatory approvals and the Project Company’s acquisition of the Site Under Contract; (ii) the Site being authorized to\nreceive power; and (iii) upon execution of a data center lease with a third-party tenant, Seller's retention of a minority interest in\nthe Site. Assuming all milestones are achieved, the aggregate purchase price would be $600.0 million. Buyer is required to make the Milestone\nPayments as and when the applicable development milestones are achieved, as well as additional payments in the event of certain shortfalls.\n\n \n\nThe Purchase Agreement contains customary representations\nand warranties and covenants made by the parties, as well as certain post-closing covenants, including covenants relating to Buyer’s\nuse of commercially reasonable efforts to obtain certain of the approvals contemplated therein.\n\n \n\nThe foregoing summary of the Purchase Agreement\ndoes 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\nwill be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2026."}