MARA Holdings Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to______ MARA HOLDINGS, INC.(Exact name of registrant as specified in charter) Nevada001-3655501-0949984(State or other jurisdiction(Commission(I.R.S Employer 1010 South Federal Highway, Suite 2700, Hallandale Beach, FL33301(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: 800-804-1690 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001 per shareMARAThe Nasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐No☒ The aggregate market value of the common stock of the registrant held by non-affiliates was approximately $5.7billion based on theclosing sale price on The Nasdaq Capital Market on June 30, 2025 (the last business day of the registrant’s most recently completedsecond fiscal quarter). As of February19, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 380,234,635. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2026 annual meeting of stockholders, to be filed withthe Securities and Exchange Commission within 120 days following the end of the fiscal year covered by this Annual Report on Form10-K, are incorporated by reference in Part III within this Annual Report on Form 10-K. With the exception of the portions of theDefinitive Proxy Statement specifically incorporated herein by reference, the Definitive Proxy Statement and related solicitationmaterials are not deemed to be filed as part of this Annual Report on Form 10-K. TABLE OF CONTENTS PagePART I.Item 1.Business6Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity36Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities38Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary DataF-1Item