MARA Holdings, Inc. (MARA) · Quarterly Report (10-Q) SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from _______to______ Commission File Number: 001-36555 MARA HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada01-0949984 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1010 South Federal Highway, Suite 2700, Hallandale Beach, FL 33009 (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 registered Common Stock, par value $0.0001 per shareMARAThe Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of July 30, 2026, the number of outstanding shares of the registrant s common stock, par value $0.0001 per share, was 386,299,297. TABLE OF CONTENTS Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 1 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) 3 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) 4 Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited) 7 Notes to Condensed Consolidated Financial Statements 8 Item 2.Management s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3.Quantitative and Qualitative Disclosure About Market Risk 60 Item 4.Controls and Procedures 61 PART II. OTHER INFORMATION Item 1.Legal Proceedings 62 Item 1A.Risk Factors 62 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 64 Item 3.Defaults Upon Senior Securities 64 Item 4.Mine Safety Disclosures 64 Item 5.Other Information 64