MARA / MARA Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

MARA Holdings, Inc.
US ˙ NasdaqCM ˙ US5657881067

Statistiche di base
LEI 549300M8ISKPTX2W7F94
CIK 1507605
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MARA Holdings, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 11, 2025 EX-99.1

MARA and EDF Pulse Ventures Sign Investment Agreement in Subsidiary Exaion to Expand MARA’s Global AI/HPC Capabilities

Exhibit 99.1 MARA and EDF Pulse Ventures Sign Investment Agreement in Subsidiary Exaion to Expand MARA’s Global AI/HPC Capabilities Miami, FL, August 11, 2025 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”), a leading digital energy and infrastructure company, and EDF Pulse Ventures, the corporate venture of EDF, one of the world’s largest low-carbon energy producers, today announced the signing of

August 11, 2025 8-K

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): August 11, 2025 MARA HOLDINGS, IN

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): August 11, 2025 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

August 11, 2025 EX-10.1

INVESTMENT AGREEMENT EDF PULSE HOLDING MR. Fatih Balyeli MR. Laurent Bernou-Mazars MARA FRANCE SAS MARA HOLDINGS INC EXAION SAS 11 AUGUST 2025

Exhibit 10.1 INVESTMENT AGREEMENT BETWEEN EDF PULSE HOLDING MR. Fatih Balyeli MR. Laurent Bernou-Mazars MARA FRANCE SAS MARA HOLDINGS INC AND EXAION SAS 11 AUGUST 2025 1 TABLE OF CONTENT Article 1 DEFINITION – INTERPRETATION 6 Article 2 PRIMARY TRANSACTION 19 Article 3 SECONDARY TRANSACTION 20 Article 4 THIRD TRANSACTION 22 Article 5 CAPITAlIZATION TABLE 22 Article 6 LOCKED BOX 22 Article 7 CONDIT

July 29, 2025 EX-99.2

MARA Announces Second Quarter 2025 Results Revenues increased 64% YoY to $238 million Net income increased 505% YoY to $808 million Bitcoin holdings increased 170% YoY to 49,951 from 18,488 at the end of Q2 2024

Exhibit 99.2 MARA Announces Second Quarter 2025 Results Revenues increased 64% YoY to $238 million Net income increased 505% YoY to $808 million Bitcoin holdings increased 170% YoY to 49,951 from 18,488 at the end of Q2 2024 Miami, FL – July 29, 2025 – MARA Holdings, Inc. (NASDAQ: MARA) ("MARA" or the "Company"), a leading digital energy and infrastructure company, today announced its second quart

July 29, 2025 8-K

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 29, 2025 MARA HOLDINGS, INC.

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 29, 2025 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 Nu

July 29, 2025 EX-99.1

Shareholder Letter

Q2 2025 Shareholder Letter IR.MARA.COM Contents To Our Shareholders 3 Financial and Operational Discussion 7 Earnings Webcast and Conference Call 13 Statements of Operations 14 Investor Notice 17 Forward-Looking Statements 17 Key Highlights Revenues increased 64% to $238.5 million IN Q2 2025 from $145.1 million in Q2 2024. Net income (loss) increased 505% TO $808.2 MILLION in Q2 2025 from ($199.7)

July 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2025 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

July 28, 2025 EX-4.1

Indenture, dated as of July 25, 2025, between MARA Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes.

EXHIBIT 4.1 EXECUTION VERSION MARA HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 25, 2025 0.00% Convertible Senior Notes due 2032 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation

July 28, 2025 EX-10.1

Form of Capped Call Confirmation.

EXHIBIT 10.1 [Dealer Dealer Address] [], 2025 To: MARA Holdings, Inc. 1010 South Federal Highway, Suite 2700 Hallandale Beach, FL 33009 Attention: Salman Khan, Chief Financial Officer and Zabi Nowaid, General Counsel Telephone No.: […] Email: […] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the c

July 28, 2025 EX-99.1

MARA Holdings, Inc. Completes Upsized $950 Million Offering of 0.00% Convertible Senior Notes due 2032

EXHIBIT 99.1 MARA Holdings, Inc. Completes Upsized $950 Million Offering of 0.00% Convertible Senior Notes due 2032 Miami, FL, July 28, 2025 (GLOBE NEWSWIRE) — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a leading digital energy and infrastructure company, today announced the closing on July 25, 2025 of its upsized offering of 0.00% convertible senior notes due 2032 (the “notes”)

July 28, 2025 8-K

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 23, 2025 MARA HOLDINGS, INC.

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 23, 2025 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 Nu

July 24, 2025 EX-99.1

MARA Holdings, Inc. Announces Pricing of Upsized $950 Million Offering of 0.00% Convertible Senior Notes due 2032

EXHIBIT 99.1 MARA Holdings, Inc. Announces Pricing of Upsized $950 Million Offering of 0.00% Convertible Senior Notes due 2032 Miami, FL, July 23, 2025 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a leading digital energy and infrastructure company, today announced the pricing of its upsized offering of $950 million aggregate principal amount of 0.00% convertible

July 24, 2025 8-K

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 23, 2025 MARA HOLDINGS, INC.

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 23, 2025 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 Nu

July 23, 2025 EX-99.1

MARA Holdings, Inc. Announces Proposed Private Offering of $850 Million of Zero Coupon Convertible Senior Notes

EXHIBIT 99.1 MARA Holdings, Inc. Announces Proposed Private Offering of $850 Million of Zero Coupon Convertible Senior Notes Miami, FL, July 23, 2025 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a leading digital energy and infrastructure company, today announced that it intends to offer, subject to market conditions and other factors, $850 million aggregate princ

July 23, 2025 8-K

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 23, 2025 MARA HOLDINGS, INC.

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 23, 2025 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 Nu

June 27, 2025 EX-10.1

Second Amendment to MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

Exhibit 10.1 SECOND AMENDMENT TO MARA HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN This Second Amendment (this “Amendment”) to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”) is effective as of June 26, 2025. 1. Section 4 of the Plan is hereby amended in its entirety to read as follows: “4. Stock Reserved for the Plan. Subject to adjustment as

June 27, 2025 8-K

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): June 26, 2025 MARA HOLDINGS, INC.

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): June 26, 2025 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 Nu

May 9, 2025 8-K

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): May 8, 2025 MARA HOLDINGS, INC. (

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): May 8, 2025 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 Numb

May 9, 2025 EX-99.2

MARA Announces First Quarter 2025 Results Revenues increased 30% YoY to $214 million Bitcoin holdings increased 174% YoY to 47,531 from 17,320 at the end of Q1 2024

Exhibit 99.2 MARA Announces First Quarter 2025 Results Revenues increased 30% YoY to $214 million Bitcoin holdings increased 174% YoY to 47,531 from 17,320 at the end of Q1 2024 Fort Lauderdale, FL – May 8, 2025 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin min

May 9, 2025 EX-99.1

Key Highlights Revenues increased 30% to $213.9 million IN Q1 2025 from $165.2 million in Q1 2024. Net income (loss) decreased 258% TO $(533.4) MILLION in Q1 2025 from $337.2 million in Q1 2024. Adjusted EBITDA decreased 189% $(483.6) MILLION compare

Exhibit 99.1 Contents To Our Shareholders 3 Financial and Operational Discussion 7 Earnings Webcast and Conference Call 12 Statements of Operations 13 Investor Notice 15 Forward-Looking Statements 15 Key Highlights Revenues increased 30% to $213.9 million IN Q1 2025 from $165.2 million in Q1 2024. Net income (loss) decreased 258% TO $(533.4) MILLION in Q1 2025 from $337.2 million in Q1 2024. Adjus

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2025 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 HOLDING

May 8, 2025 EX-10.3

Amended and Restated 2018 Equity Incentive Plan

MARA HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2018 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to MARA Holdings, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the Un

May 8, 2025 EX-10.6

2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

Participant: Date: PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT MARA HOLDINGS, INC.

April 30, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 30, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

March 28, 2025 424B5

MARA Holdings, Inc. Up to $2,000,000,000 Common Stock

As Filed Pursuant to Rule 424(b)(5) Registration No. 333-277498 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 28, 2024) MARA Holdings, Inc. Up to $2,000,000,000 Common Stock We have entered into an at-the-market offering agreement, dated March 28, 2025 (the “Sales Agreement”), with Barclays Capital Inc., BMO Capital Markets Corp., BTIG, LLC, Cantor Fitzgerald & Co., Guggenheim Securities, LL

March 28, 2025 8-K

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): March 28, 2025 MARA HOLDINGS, INC

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): March 28, 2025 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 N

March 28, 2025 EX-FILING FEES

Calculation of Filing Fee Tables MARA HOLDINGS, INC. Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) MARA HOLDINGS, INC.

March 28, 2025 EX-1.1

At The Market Offering Agreement

Exhibit 1.1 Execution Version AT THE MARKET OFFERING AGREEMENT March 28, 2025 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BMO Capital Markets Corp. 151 West 42nd Street New York, New York 10036 BTIG, LLC 350 Bush Street, 9th Floor San Francisco, CA 94104 Cantor Fitzgerald & Co. 110 East 59th Street, 6th floor New York, NY 10022 Guggenheim Securities, LLC 330 Madison Avenue Ne

March 10, 2025 8-K

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): March 6, 2025 MARA HOLDINGS, INC.

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): March 6, 2025 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 Nu

March 10, 2025 EX-16.1

Letter of Marcum LLP to the SEC, dated March 10, 2025

Exhibit 16.1 March 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by MARA Holdings, Inc. under Item 4.01 of its Form 8-K dated March 10, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of MARA Holdings, Inc. contained ther

March 3, 2025 EX-4.1

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK General The following description of our capital stock is a summary of the rights of our capital stock and summarizes certain provisions of our Restated Articles of Incorporation (as amended, our “Articles of Incorporation”) and Amended and Restated Bylaws (as amended, our “Bylaws”). This summary does not purport to be complete and is qualified in its entir

March 3, 2025 EX-3.2

Amended and Restated Bylaws of the Company

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MARA HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS 1.CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by the Treasurer or an

March 3, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2024 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

March 3, 2025 EX-3.1

Restated Articles of Incorporation of the Company

Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF MARA HOLDINGS, INC., A Nevada corporation ARTICLE I NAME The name of the corporation is MARA Holdings, Inc. (the "Corporation"). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name and address of the Corporation's resident agent for service of process is VCORP SERVICES, LLC, 701 S. Carson Street, Suite 200, Carson City, NV, 89701, USA. ARTICLE

March 3, 2025 EX-10.6

, 2023, by and between the Company and

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of September 19, 2023, but effective as of October 2, 2023 (“Effective Date”), by and between Marathon Digital Holdings, Inc., a Nevada corporation headquartered at 101 NE 3rd Avenue, Suite 1200, Fort Lauderdale, FL 33301 (“Company”) and Zabi Nowaid, an individual (“Executive”)

March 3, 2025 EX-21.1

Subsidiaries of the Company

Exhibit 21.1 SUBSIDIARIES OF MARA HOLDINGS, INC. The registrant’s subsidiaries and affiliates as of December 31, 2024 are included in the list below. Legal Entity Name Percentage of Voting Securities Owned Directly or Indirectly by Registrant Jurisdiction of Organization MARA Tech, Inc. 100% Delaware Marathon Digital International, Inc. 100% Delaware Marathon Digital Leasing, LLC 100% Nevada Crypt

February 28, 2025 EX-10.1

2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

Exhibit 10.1 Participant: Date: RESTRICTED STOCK UNIT AGREEMENT MARA HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN You have been granted Restricted Stock Units (“RSUs”) by MARA Holdings, Inc. (the “Company”) under the 2018 Equity Incentive Plan (as amended, the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Restricted Stock Unit Award Grant Notice or E

February 28, 2025 8-K

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): February 28, 2025 MARA HOLDINGS,

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): February 28, 2025 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 28, 2025 EX-10.2

2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

Exhibit 10.2 Participant: Date: PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT MARA HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN You have been granted performance-based Restricted Stock Units (“PSUs”) by MARA Holdings, Inc. (the “Company”) under the 2018 Equity Incentive Plan (as amended, the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Performan

February 26, 2025 EX-99.2

MARA Announces Fourth Quarter and Full Year 2024 Results Record-high Revenue, Net Income, and Adjusted EBITDA for the full year and Q4 2024 $28.8K direct energy cost per bitcoin for 2024 from owned sites BTC yield per share of 62.9% for 2024

Exhibit 99.2 MARA Announces Fourth Quarter and Full Year 2024 Results Record-high Revenue, Net Income, and Adjusted EBITDA for the full year and Q4 2024 $28.8K direct energy cost per bitcoin for 2024 from owned sites BTC yield per share of 62.9% for 2024 Fort Lauderdale, FL – February 26, 2025 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital ass

February 26, 2025 8-K

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): February 26, 2025 MARA HOLDINGS,

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): February 26, 2025 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 26, 2025 EX-99.1

Source: Jefferies, Bain & Company, Inc.

Exhibit 99.1 IR.MARA.COM Q4 2024 Shareholder Letter Contents To Our Shareholders 3 Financial and Operational Discussion 8 Earnings Webcast and Conference Call 14 Statements of Operations 15 Investor Notice 18 Forward-Looking Statements 18 SHAREHOLDER LETTER Q4 2024 3 To Our Shareholders 2024 was a transformative year for MARA. We accelerated our transition to a vertically integrated energy and dig

February 21, 2025 EX-3.2

Certificate of Withdrawal, dated February 21, 2025

Exhibit 3.2

February 21, 2025 EX-3.1

Amendment to Articles of Incorporation, dated February 19, 2025

Exhibit 3.1

February 21, 2025 8-K

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): February 19, 2025 MARA HOLDINGS,

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): February 19, 2025 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 18, 2025 EX-99.1

MARA Holdings Announces Closing of Texas Wind Farm Acquisition

Exhibit 99.1 MARA Holdings Announces Closing of Texas Wind Farm Acquisition Fort Lauderdale, FL, February 18, 2025 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, has closed its previously announced acquisition of a wind farm in Hansford County, Texas, with 240 megawatts of interconnection cap

February 18, 2025 8-K

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): February 18, 2025 MARA HOLDINGS,

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): February 18, 2025 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 10, 2025 EX-99.1

MARA Holdings, Inc. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 MARA Holdings, Inc. Announces Postponement of Special Meeting of Stockholders Fort Lauderdale, FL, February 10, 2025 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced that its Special Meeting of Stockholders (the “Special Meeting”), which was originall

February 10, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 10, 2025 8-K

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): February 10, 2025 MARA HOLDINGS,

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): February 10, 2025 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 21, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 10, 2025 EX-3.1

Certificate of Designation of Series X Preferred Stock

Exhibit 3.1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) ☒ Certificate of Designation ☐ Certificate of Amendment to Designation - Before Issuance of Class or Series ☐ Certificate of Amendment to Designation - After Issuance of Class or

January 10, 2025 EX-10.1

Subscription and Investment Representation Agreement, dated January 8, 2025, by and between MARA Holdings, Inc. and the Purchaser

Exhibit 10.1 MARA HOLDINGS, INC. SERIES X PREFERRED STOCK SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT THIS AGREEMENT, dated as of January 8, 2025, is by and between MARA Holdings, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (“Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parti

January 10, 2025 8-K

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): January 8, 2025 MARA HOLDINGS, IN

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): January 8, 2025 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

January 10, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐  Definitive Proxy Sta

December 19, 2024 8-K

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): December 18, 2024 MARA HOLDINGS,

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): December 18, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

December 10, 2024 8-K

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): December 9, 2024 MARA HOLDINGS, I

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): December 9, 2024 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

December 4, 2024 EX-99.1

Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026

Exhibit 99.1 MARA Holdings, Inc. Completes $850 Million Offering of Zero-Coupon Convertible Senior Notes due 2031 Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026 Fort Lauderdale, FL, December 4, 2024 (GLOBE NEWSWIRE) — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the

December 4, 2024 EX-4.1

Indenture, dated as of December 4, 2024, between MARA Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes.

Exhibit 4.1 Execution Version MARA HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 4, 2024 0.00% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest. 14 Article 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . De

December 4, 2024 8-K

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): December 4, 2024 MARA HOLDINGS, I

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): December 4, 2024 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

December 3, 2024 EX-99.1

Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026

Exhibit 99.1 MARA Holdings, Inc. Announces Pricing of Oversubscribed and Upsized Offering of Zero-Coupon Convertible Senior Notes due 2031 Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026 Fort Lauderdale, FL, December 2, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset

December 3, 2024 8-K

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): December 2, 2024 MARA HOLDINGS, I

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): December 2, 2024 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

December 2, 2024 EX-99.1

Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026

Exhibit 99.1 MARA Holdings, Inc. Announces Proposed Private Offering of $700 Million of Zero-Coupon Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026 Fort Lauderdale, FL, December 2, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to sup

December 2, 2024 8-K

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): December 2, 2024 MARA HOLDINGS, I

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): December 2, 2024 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

November 21, 2024 EX-4.1

Indenture, dated as of November 20, 2024, between MARA Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes

Exhibit 4.1 Execution Version MARA HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 20, 2024 0.00% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest. 14 Article 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . D

November 21, 2024 EX-99.1

Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026

Exhibit 99.1 MARA Holdings, Inc. Completes $1 Billion Offering of 0% Convertible Senior Notes due 2030 Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026 Fort Lauderdale, FL, November 21, 2024 (GLOBE NEWSWIRE) — MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy tra

November 21, 2024 8-K

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): November 20, 2024 MARA HOLDINGS,

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): November 20, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 19, 2024 EX-99.1

MARA Holdings, Inc. Announces Proposed Private Offering of $700 Million of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin, repurchase existing convertible notes due 2026 and for general corporate purposes

Exhibit 99.1 MARA Holdings, Inc. Announces Proposed Private Offering of $700 Million of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin, repurchase existing convertible notes due 2026 and for general corporate purposes Fort Lauderdale, FL, November 18, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital

November 19, 2024 EX-99.2

MARA Holdings, Inc. Announces Pricing of Oversubscribed and Upsized Offering of Zero-Coupon Convertible Senior Notes due 2030 Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026

Exhibit 99.2 MARA Holdings, Inc. Announces Pricing of Oversubscribed and Upsized Offering of Zero-Coupon Convertible Senior Notes due 2030 Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026 Fort Lauderdale, FL, November 18, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset

November 19, 2024 8-K

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): November 18, 2024 MARA HOLDINGS,

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): November 18, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 12, 2024 EX-99.1

Q3 2024

Exhibit 99.1 IR.MARA.COM Q3 2024 Shareholder Letter Contents To Our Shareholders 3 Financial and Operational Discussion 11 Earnings Webcast and Conference Call 17 Statement of Operations 18 Investor Notice 20 Forward-Looking Statements 20 SHAREHOLDER LETTER Q3 2024 3 To Our Shareholders As MARA Holdings, Inc. (“MARA” or the “Company”) continues to grow and evolve, we have chosen to move away from

November 12, 2024 EX-3.1

Restated Articles of Incorporation of MARA Holdings, Inc.

Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF MARA HOLDINGS, INC., A Nevada corporation ARTICLE I NAME The name of the corporation is MARA Holdings, Inc. (the "Corporation"). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name and address of the Corporation's resident agent for service of process is VCORP SERVICES, LLC, 701 S. Carson Street, Suite 200, Carson City, NV, 89701, USA. ARTICLE

November 12, 2024 8-K

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): November 12, 2024 MARA HOLDINGS,

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): November 12, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2024 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 HOL

October 18, 2024 SC 13G/A

MARA / MARA Holdings, Inc. / BlackRock, Inc. Passive Investment

us5657881067101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) MARA HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 565788106 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

October 15, 2024 8-K

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): October 15, 2024 MARA HOLDINGS, I

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): October 15, 2024 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

October 15, 2024 EX-99.1

MARA Announces Access to $200M Line of Credit

Exhibit 99.1 MARA Announces Access to $200M Line of Credit Fort Lauderdale, FL, Oct. 15, 2024 - MARA (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced that it has secured a $200 million line of credit, collateralized by a portion of its bitcoin holdings. MARA may use the funds to capitalize on strateg

September 10, 2024 EX-99.1

Investor presentation dated September 10, 2024

Exhibit 99.1

September 10, 2024 8-K

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): September 10, 2024 MARA HOLDINGS,

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): September 10, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 5, 2024 EX-99.1

MARA Appoints Janet George and Barbara Humpton to Board of Directors and Names Doug Mellinger Lead Independent Director

Exhibit 99.1 MARA Appoints Janet George and Barbara Humpton to Board of Directors and Names Doug Mellinger Lead Independent Director Fort Lauderdale, FL – September 5, 2024 – MARA Holdings, Inc. (NASDAQ:MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced the appointment of Janet George and Barbara Humpton to its

September 5, 2024 EX-3.1

Certificate of Amendment filed with the Nevada Secretary of State

Exhibit 3.1

September 5, 2024 8-K

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): August 30, 2024 MARA HOLDINGS, IN

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): August 30, 2024 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

August 14, 2024 8-K

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): August 14, 2024 MARATHON DIGITAL

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): August 14, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Comm

August 14, 2024 EX-4.1

and U.S. Bank Trust Company, National Association, as trustee, relating to the 2.125% convertible senior notes

Exhibit 4.1 Execution Version MARATHON DIGITAL HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2024 2.125% Convertible Senior Notes due 2031 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest. 13 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section

August 14, 2024 EX-99.1

Marathon Digital Holdings, Inc. Completes $300 Million Offering of 2.125% Convertible Senior Notes Due 2031, Purchases $249 Million of Bitcoin

Exhibit 99.1 Marathon Digital Holdings, Inc. Completes $300 Million Offering of 2.125% Convertible Senior Notes Due 2031, Purchases $249 Million of Bitcoin Fort Lauderdale, FL, August 14, 2024 (GLOBE NEWSWIRE) — Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced the clos

August 13, 2024 EX-99.2

Marathon Digital Holdings, Inc. Announces Pricing of Oversubscribed Offering of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin and for general corporate purposes

Exhibit 99.2 Marathon Digital Holdings, Inc. Announces Pricing of Oversubscribed Offering of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin and for general corporate purposes Fort Lauderdale, FL, August 12, 2024 (GLOBE NEWSWIRE) — Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the e

August 13, 2024 EX-99.1

Marathon Digital Holdings, Inc. Announces Proposed Private Offering of $250 Million of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin and for general corporate purposes

Exhibit 99.1 Marathon Digital Holdings, Inc. Announces Proposed Private Offering of $250 Million of Convertible Senior Notes Proceeds to be used primarily to acquire bitcoin and for general corporate purposes Fort Lauderdale, FL, August 12, 2024 (GLOBE NEWSWIRE)—Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support

August 13, 2024 8-K

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): August 12, 2024 MARATHON DIGITAL

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): August 12, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Comm

August 1, 2024 EX-99.1

MARA Reports Second Quarter 2024 Results – Revenues Increase 78% to $145.1 Million – Fair Market Value Loss of $148.0 Million, Resulting in Net Loss of $199.7 Million, or $0.72 Loss per Diluted Share – Adjusted EBITDA Decreases to a Loss of $85.1 Mil

Exhibit 99.1 MARA Reports Second Quarter 2024 Results – Revenues Increase 78% to $145.1 Million – Fair Market Value Loss of $148.0 Million, Resulting in Net Loss of $199.7 Million, or $0.72 Loss per Diluted Share – Adjusted EBITDA Decreases to a Loss of $85.1 Million Fort Lauderdale, FL – August 1, 2024 – MARA (NASDAQ:MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset com

August 1, 2024 8-K

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): August 1, 2024 MARATHON DIGITAL H

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): August 1, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commi

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2024 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 MARATHON DIGI

June 28, 2024 8-K

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): June 27, 2024 MARATHON DIGITAL HO

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): June 27, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commis

June 28, 2024 EX-10.1

Amended and Restated 2018 Equity Incentive Plan

Exhibit 10.1 FIRST AMENDMENT TO MARATHON DIGITAL HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN This First Amendment (this “Amendment”) to the Marathon Digital Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”) is effective as of June 27, 2024. 1. Section 4 of the Plan is hereby amended in its entirety to read as follows: “4. Stock Reserved for the Plan. Su

June 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 24, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, INC. (Exact

May 9, 2024 8-K

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): May 9, 2024 MARATHON DIGITAL HOLD

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): May 9, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commissi

May 9, 2024 EX-99.1

Marathon Digital Holdings Reports First Quarter 2024 Results – Revenues Increase 223% to a Record $165.2 Million – Net Income Increases 184% to a Record $337.2 Million, or $1.26 per Diluted Share – Adjusted EBITDA Increases 266% to a Record $528.8 Mi

Exhibit 99.1 Marathon Digital Holdings Reports First Quarter 2024 Results – Revenues Increase 223% to a Record $165.2 Million – Net Income Increases 184% to a Record $337.2 Million, or $1.26 per Diluted Share – Adjusted EBITDA Increases 266% to a Record $528.8 Million Fort Lauderdale, FL – May 9, 2024 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), global leader in lever

May 9, 2024 EX-10.2

Amended Executive Employment Agreement, dated April 4, 2023, by and between Marathon Digital Holdings, Inc. and Adam Swick

Exhibit 10.2 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 4, 2023, and effective March 1, 2023 (the “Effective Date”), by and between Marathon Digital Holdings, Inc., a Nevada corporation headquartered at 101 NE 3rd Avenue, Suite 1200, Fort Lauderdale, FL 33301 (“Company”) and Adam Swick, an individual (“Execu

May 9, 2024 EX-10.1

Amended Executive Employment Agreement, dated May 26, 2022, by and between Marathon Digital Holdings, Inc. and James Crawford

Exhibit 10.1 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 26th, 2022 and effective February 23, 2022, by and between Marathon Digital Holdings, Inc., a Nevada corporation headquartered at 1180 N. Town Center Drive, Suite 100, Las Vegas, NV 89144 (“Company”) and James Crawford, an individual (“Executive”), which

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2024 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 MARATHON DIG

May 6, 2024 8-K

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): May 1, 2024 MARATHON DIGITAL HOLD

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): May 1, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commissi

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 22, 2024 CORRESP

April 22, 2024

April 22, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

April 5, 2024 8-K

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): April 1, 2024 MARATHON DIGITAL HO

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): April 1, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commis

April 5, 2024 EX-99.1

Marathon Digital Holdings Appoints Vicki Mealer-Burke to Its Board of Directors

Exhibit 99.1 Marathon Digital Holdings Appoints Vicki Mealer-Burke to Its Board of Directors Fort Lauderdale, FL – April 5, 2024 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), one of the world’s largest publicly traded Bitcoin miners and a leader in supporting and securing the Bitcoin ecosystem, today announced the appointment of Vicki Mealer-Burke to its board of direc

April 4, 2024 8-K

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): April 2, 2024 MARATHON DIGITAL HO

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): April 2, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commission

April 4, 2024 EX-99.1

April 2, 2024

Exhibit 99.1 April 2, 2024 Marathon Digital Holdings Announces the Closing of its Acquisition of a 200- Megawatt Bitcoin Mining Data Center Adjacent to a Wind Farm Fort Lauderdale, FL, April 02, 2024 (GLOBE NEWSWIRE) - Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), one of the world’s largest publicly traded Bitcoin miners and a leader in supporting and securing the Bitcoi

March 20, 2024 EX-99.1

Presentation of Marathon Digital Holdings, Inc.

Exhibit 99.1

March 20, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of I

March 20, 2024 8-K

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): March 18, 2024 MARATHON DIGITAL H

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): March 18, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commi

March 20, 2024 EX-99.1

Presentation of Marathon Digital Holdings, Inc. (as updated)

Exhibit 99.1

March 18, 2024 EX-10.1

Purchase and Sale Agreement, dated as of March 14, 2024, by and between APLD – Rattlesnake Den I LLC, and MARA Garden City LLC

Exhibit 10.1

March 18, 2024 EX-99.1

Marathon Digital Holdings Enters Definitive Agreement To Acquire 200-Megawatt Bitcoin Mining Data Center Adjacent to a Wind Farm All Cash Acquisition To Increase Marathon’s Bitcoin Mining Portfolio to 1.1 Gigawatts, 54% of which Will Reside on Sites

Exhibit 99.1 Marathon Digital Holdings Enters Definitive Agreement To Acquire 200-Megawatt Bitcoin Mining Data Center Adjacent to a Wind Farm All Cash Acquisition To Increase Marathon’s Bitcoin Mining Portfolio to 1.1 Gigawatts, 54% of which Will Reside on Sites Directly Owned and Operated by the Company Fort Lauderdale, FL – March 15, 2024 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Maratho

March 18, 2024 8-K

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): March 14, 2024 MARATHON DIGITAL H

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): March 14, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commissio

March 4, 2024 S-8

As Filed With the Securities and Exchange Commission on March 4, 2024

As Filed With the Securities and Exchange Commission on March 4, 2024 Registration No.

March 4, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Marathon Digital Holdings, Inc.

February 29, 2024 EX-4.1

Form of Indenture, between the Registrant and one or more trustees to be named.

EXHIBIT 4.1 MARATHON DIGITAL HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•] Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7

February 29, 2024 S-3ASR

As filed with the Securities and Exchange Commission on February 28, 2024

As filed with the Securities and Exchange Commission on February 28, 2024 Registration No.

February 29, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Marathon Digital Holdings, Inc.

February 28, 2024 EX-4.1

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK General The following description of our capital stock is a summary of the rights of our capital stock and summarizes certain provisions of our Restated Articles of Incorporation (as amended, our “Articles of Incorporation”) and Amended and Restated Bylaws (as amended, our “Bylaws”). This summary does not purport to be complete and is qualified in its entir

February 28, 2024 EX-3.2

Amended and Restated Bylaws of Marathon Digital Holdings, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MARATHON DIGITAL HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS 1.CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by the Trea

February 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, INC. (Exact n

February 28, 2024 EX-3.1

Marathon Digital Holdings, Inc. Restated Articles of Incorporation

Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF MARATHON DIGITAL HOLDINGS, INC., A Nevada corporation ARTICLE I NAME The name of the corporation is Marathon Digital Holdings, Inc. (the "Corporation"). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name and address of the Corporation's resident agent for service of process is VCORP SERVICES, LLC, 701 S. Carson Street, Suite 200, Carson City,

February 28, 2024 EX-19.1

Marathon Digital Holdings, Inc. Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading

Exhibit 19.1 Marathon Digital Holdings, Inc. Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading 1.PURPOSE The purchase or sale of securities while possessing material nonpublic (“inside”) information or the disclosure of inside information (“tipping”) to others who may trade in such securities is sometimes referred to as “insider tra

February 28, 2024 EX-10.2

Form of Restricted Stock Unit Agreement

Exhibit 10.2 Participant: Date: RESTRICTED STOCK UNIT AGREEMENT MARATHON DIGITAL HOLDINGS, INC. 2018 EQUITY INCENTIVE PLAN You have been granted Restricted Stock Units (“RSUs”) by Marathon Digital Holdings, Inc. (the “Company”) under the 2018 Equity Incentive Plan (as amended, the “Plan”), subject to the terms, restrictions and conditions of the Plan, the Restricted Stock Unit Award Grant Notice o

February 28, 2024 EX-10.9

Executive Employment Agreement, dated July 29, 2022, by and between Marathon Digital Holdings, Inc. and Adam Swick

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 29, 2022, and effective July 29, 2022, by and between Marathon Digital Holdings, Inc., a Nevada corporation headquartered at Tower 101, 101 NE Third Avenue, Fort Lauderdale, FL 33301 (“Company”) and Adam Swick, an individual (“Executive”). W I T N E S S E T H: WHEREAS t

February 28, 2024 8-K

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): February 28, 2024 MARATHON DIGITA

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): February 28, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Co

February 28, 2024 EX-99.1

Marathon Digital Holdings Reports Fourth Quarter and Fiscal Year 2023 Results

Exhibit 99.1 Marathon Digital Holdings Reports Fourth Quarter and Fiscal Year 2023 Results - Revenues Increase 229% to a Record $388 Million in 2023 - Net Income Improves to $261.2 Million, or $1.06 per Diluted Share, in 2023 - Adjusted EBITDA Improves to $419.9 Million in 2023 - BTC Production Increases 210% to a Record 12,852 in 2023 Fort Lauderdale, FL – February 28, 2024 – Marathon Digital Hol

February 28, 2024 EX-21.1

Subsidiaries of Marathon Digital Holdings, Inc.

Exhibit 21.1 SUBSIDIARIES OF MARATHON DIGITAL HOLDINGS, INC. The registrant’s subsidiaries and affiliates as of December 31, 2023 are included in the list below. Legal Entity Name Percentage of Voting Securities Owned Directly or Indirectly by Registrant Jurisdiction of Organization MARA Tech, Inc. 100% Delaware Marathon Digital International, Inc. 100% Delaware Marathon Digital Leasing, LLC 100%

February 28, 2024 EX-10.1

Marathon Digital Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

Exhibit 10.1 MARATHON DIGITAL HOLDINGS, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN 1.Purpose of the Plan. This 2018 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Marathon Digital Holdings, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the

February 28, 2024 EX-97.1

Marathon Digital Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97.1 MARATHON DIGITAL HOLDINGS, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.OVERVIEW 1.1.In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Marathon Digital Holdings, Inc. (the “Company”) has adopted this Policy (the “Policy”) t

February 26, 2024 CORRESP

Exhibit

February 26, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

February 16, 2024 CORRESP

Exhibit

February 16, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

February 14, 2024 SC 13G/A

MARA / Marathon Digital Holdings, Inc. / SUSQUEHANNA SECURITIES, LLC - SC 13G/A Passive Investment

CUSIP No: 565788106 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Marathon Digital Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 565788106 (C

February 13, 2024 SC 13G/A

MARA / Marathon Digital Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Marathon Digital Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 565788106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule i

February 2, 2024 8-K

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): January 31, 2024 MARATHON DIGITAL

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): January 31, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Com

February 1, 2024 CORRESP

January 31, 2024

January 31, 2024 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

January 18, 2024 8-K

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): January 18, 2024 MARATHON DIGITAL

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): January 18, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Com

January 18, 2024 EX-99.1

Presentation of Marathon Digital Holdings, Inc., dated January 18, 2024

Exhibit 99.1

January 16, 2024 EX-99.1

Marathon Digital Holdings Announces the Closing of its Acquisition of Bitcoin Mining Sites

Exhibit 99.1 Marathon Digital Holdings Announces the Closing of its Acquisition of Bitcoin Mining Sites Fort Lauderdale, FL – January 16, 2024 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), a leader in supporting and securing the Bitcoin ecosystem, has closed its previously announced acquisition of two operational Bitcoin mining sites, totaling 390 megawatts of operatio

January 16, 2024 8-K

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): January 16, 2024 MARATHON DIGITAL

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): January 16, 2024 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commiss

December 19, 2023 8-K

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): December 15, 2023 MARATHON DIGITA

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): December 15, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commis

December 19, 2023 EX-2.1

Purchase and Sale Agreement, dated December 15, 2023, by and among GC Data Center Parent, LLC, GC Data Center Equity Holdings, LLC, GC Portfolio Holdings I, LLC, a Delaware limited liability company, MARA USA Corporation, and Marathon Digital Holdings, Inc.

Exhibit 2.1

December 19, 2023 EX-99.1

Marathon Digital Holdings Enters Definitive Agreement To Acquire Multiple Bitcoin Mining Sites for $179 Million - First Fully Owned Sites Provide Immediate Expansion Opportunities, Operational Efficiencies, and Increase Marathon’s Bitcoin Mining Port

Exhibit 99.1 Marathon Digital Holdings Enters Definitive Agreement To Acquire Multiple Bitcoin Mining Sites for $179 Million - First Fully Owned Sites Provide Immediate Expansion Opportunities, Operational Efficiencies, and Increase Marathon’s Bitcoin Mining Portfolio 56% to 910 Megawatts of Capacity - Webcast and Conference Call Scheduled for Today, December 19, at 9:00 am ET (Registration Link H

November 20, 2023 CORRESP

Division of Corporate Finance

November 20, 2023 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

November 16, 2023 8-K

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): November 15, 2023 MARATHON DIGITA

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): November 15, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commis

November 16, 2023 EX-99.1

November 2023 Investor Presentation

Exhibit 99.1

November 13, 2023 8-K

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): November 10, 2023 MARATHON DIGITA

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): November 10, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commis

November 9, 2023 8-K

Current Report

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): November 8, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commiss

November 9, 2023 EX-99.1

Marathon Digital Holdings Reports Third Quarter 2023 Results

Exhibit 99.1 Marathon Digital Holdings Reports Third Quarter 2023 Results Fort Lauderdale, FL – November 8, 2023 – Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“Marathon” or “Company”), a leader in supporting and securing the Bitcoin ecosystem, reported its financial and operational results for the quarter ended September 30, 2023. Third Quarter 2023 Financial Results The Company recorded net i

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to 001-36555 (Commission File Number) MARATHO

October 24, 2023 EX-FILING FEES

EX -Filing Fees

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, $0.

October 24, 2023 EX-4.12

At-the-Market Offering Agreement, dated as of October 24, 2023, by and between Marathon Digital Holdings, Inc. and H.C. Wainwright & Co., LLC.

Exhibit 4.12 AT THE MARKET OFFERING AGREEMENT October 24, 2023 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Marathon Digital Holdings, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow,

October 24, 2023 S-3ASR

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 2023 REGISTRATION NO.

October 18, 2023 8-K

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): October 18, 2023 MARATHON DIGITAL

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): October 18, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commiss

October 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 12, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDTED FINANCIAL TATEMENTS (Dollars in thousands, except per share and per bitcoin amounts)

October 12, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

October 4, 2023 8-K

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): October 4, 2023 MARATHON DIGITAL

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): October 4, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commissi

October 4, 2023 EX-99.1

Marathon Digital Holdings Announces Bitcoin Production and Mining Operation Updates for September 2023 – Increased Monthly Average Operational Hash Rate 20% – Produced 1,242 BTC in September 2023 and 8,610 BTC Year-To-Date – Record Monthly Share of M

Exhibit 99.1 Marathon Digital Holdings Announces Bitcoin Production and Mining Operation Updates for September 2023 – Increased Monthly Average Operational Hash Rate 20% – Produced 1,242 BTC in September 2023 and 8,610 BTC Year-To-Date – Record Monthly Share of Miner Rewards at 4.3% – Combined Unrestricted Cash and Bitcoin Was $471 Million as of September 30, 2023 Fort Lauderdale, FL – October 4,

October 2, 2023 DEFA14A

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): October 2, 2023 MARATHON DIGITAL

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): October 2, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer o

October 2, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 2, 2023 8-K

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): October 2, 2023 MARATHON DIGITAL

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): October 2, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer o

September 28, 2023 DEFA14A

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): September 28, 2023 MARATHON DIGIT

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): September 28, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employe

September 28, 2023 8-K

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): September 28, 2023 MARATHON DIGIT

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): September 28, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employe

September 25, 2023 SC 13G

MARA / Marathon Digital Holdings Inc / SUSQUEHANNA SECURITIES, LLC - SC 13G Passive Investment

CUSIP No: 565788106 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Marathon Digital Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 565788106 (CU

September 21, 2023 8-K

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): September 20, 2023 MARATHON DIGIT

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): September 20, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employe

September 21, 2023 EX-99.1

Marathon Digital Holdings Announces Completion of Privately Negotiated Convertible Note Exchanges

Exhibit 99.1 Marathon Digital Holdings Announces Completion of Privately Negotiated Convertible Note Exchanges - $417 Million of Convertible Notes Exchanged at Approximately 21% Discount - Approximately $101 Million in Cash Savings before Transaction Costs - Transactions Accretive to Existing Stockholders by Approx. $0.55 Per Share Fort Lauderdale, FL – September 20, 2023 – Marathon Digital Holdin

September 12, 2023 EX-99.1

September 2023 IR Presentation

Exhibit 99.1

September 12, 2023 8-K

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): September 12, 2023 MARATHON DIGIT

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): September 12, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commi

September 8, 2023 EX-99.2

MARATHON DIGITAL HOLDINGS, INC. EXCHANGE AGREEMENT September 7, 2023

Exhibit 99.2 MARATHON DIGITAL HOLDINGS, INC. EXCHANGE AGREEMENT September 7, 2023 [Investor] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this

September 8, 2023 EX-99.1

Marathon Digital Holdings Announces Private Exchanges of Approximately $417 Million of 1.00% Convertible Notes Due 2026 for Shares of Common Stock

Exhibit 99.1 Marathon Digital Holdings Announces Private Exchanges of Approximately $417 Million of 1.00% Convertible Notes Due 2026 for Shares of Common Stock Fort Lauderdale, FL – September 8, 2023 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), today announced that the Company has entered into privately negotiated exchange agreements with certain holders of its 1.00%

September 8, 2023 8-K

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): September 7, 2023 MARATHON DIGITA

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): September 7, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer

August 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 8, 2023 CORRESP

Year Ended December 31,

August 8, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to 001-36555 (Commission File Number) MARATHON DIG

August 8, 2023 EX-18.1

Preferability Letter from Independent Registered Public Accounting Firm Regarding Change in Accounting Principle

Exhibit 18.1 The Board of Directors Marathon Digital Holdings, Inc. 101 NE Third Avenue, Suite 1200 Fort Lauderdale, FL 33301 Dear Directors: Note 2 to the financial statements of Marathon Digital Holdings, Inc. included in its quarterly report on Form 10-Q for the quarterly period ended June 30, 2023 describes a change in accounting principle for accounting for disposition of the Company’s digita

August 8, 2023 8-K

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): August 3, 2023 MARATHON DIGITAL H

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): August 3, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

August 3, 2023 EX-3.1

Amendment to the Articles of Incorporation of Marathon Digital Holdings, Inc., filed on August 1st, 2023.

Exhibit 3.1

August 3, 2023 8-K

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): August 1, 2023 MARATHON DIGITAL H

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): August 1, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 31, 2023 8-K

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

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 27, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 25, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC.

MARATHON DIGITAL HOLDINGS, INC. July 25, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Melissa Walsh Re: Marathon Digital Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Form 10-Q for the Fiscal Year Ended March 31, 2023 File No. 001-36555 Dear Melissa: We are requesting an extension to reply to your

July 21, 2023 8-K

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 20, 2023 MARATHON DIGITAL HO

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 20, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 21, 2023 DEFA14A

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 20, 2023 MARATHON DIGITAL HO

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 20, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 20, 2023 DEFA14A

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 20, 2023 MARATHON DIGITAL HO

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 20, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 20, 2023 8-K

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 20, 2023 MARATHON DIGITAL HO

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 20, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

July 10, 2023 SC 13G/A

MARA / Marathon Digital Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Marathon Digital Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 565788106 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is f

June 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 14, 2023 8-K

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): June 14, 2023 MARATHON DIGITAL HO

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): June 14, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

June 13, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 9, 2023 EX-99.1

Marathon Digital Holdings Announces Closing of $14.25 Million Private Placement

Exhibit 99.1 Marathon Digital Holdings Announces Closing of $14.25 Million Private Placement FORT LAUDERDALE, Fla., June 9, 2023 (GLOBE NEWSWIRE) — Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), today announced the closing of its previously announced private placement for the issuance and sale of 15,000 shares of Series A redeemable convertible preferred stock. Each share

June 9, 2023 EX-3.1

Amendment to Articles of Incorporation (Certificate of Designation)

Exhibit 3.1

June 9, 2023 EX-10.1

Form of Securities Purchase Agreement with Certificate of Designation attached as exhibit.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2023 between Marathon Digital Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit

June 9, 2023 8-K

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): June 5, 2023 MARATHON DIGITAL HOL

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): June 5, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of i

June 6, 2023 8-K

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): May 31, 2023 MARATHON DIGITAL HOL

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): May 31, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of i

June 6, 2023 EX-10.1

Executive Employment Agreement dated May 31, 2023

Exhibit 10.1

May 10, 2023 EX-10.1

NYDIG Custodial Agreement

Exhibit 10.1

May 10, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC.

MARATHON DIGITAL HOLDINGS, INC. May 10, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Melissa Walsh Re: Marathon Digital Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-36555 Dear Melissa: Pursuant to our call today, attached please find the various “boilerplate” terms and conditions for

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to 001-36555 (Commission File Number

May 8, 2023 8-K

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): May 2, 2023 MARATHON DIGITAL HOLD

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): May 2, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of in

May 3, 2023 CORRESP

May 3, 2023

May 3, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

May 2, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC.

MARATHON DIGITAL HOLDINGS, INC. May 2, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Melissa Walsh Re: Marathon Digital Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-36555 Dear Melissa: Pursuant to our correspondence last week, we are requesting an extension to reply to your comment let

April 28, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL

April 18, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC.

MARATHON DIGITAL HOLDINGS, INC. April 18, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Melissa Walsh Re: Marathon Digital Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 001-36555 Dear Melissa: Pursuant to our call last week, we are requesting an extension to reply to your comment letter reg

March 31, 2023 8-K

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): March 27, 2023 MARATHON DIGITAL H

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): March 27, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, INC. (Exact

March 16, 2023 EX-10.64

Termination Agreement with Silvergate Bank*

Exhibit 10.64 EARLY TERMINATION AGREEMENT Marathon Digital Holdings, Inc. (the “Borrower”) is indebted to Silvergate Bank (the “Lender”) under that certain Term Credit and Security Agreement (the “Term Facility”), and Revolving Credit and Security Agreement (the “RLOC Facility”), by and between Lender and Borrower, both dated as of July 28, 2022 (together, the “Facilities”). The Borrower elects he

March 16, 2023 EX-10.63

Shareholders’ Agreement, dated January 2023, by and between

Exhibit 10.63 SHAREHOLDERS’ AGREEMENT Dated January , 2023 between FS INNOVATION LLC and MARATHON DIGITAL HOLDINGS, INC. TABLE OF CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Effective Date 8 3. The Business of the Group 8 4. Formation of the Company 8 5. Funding; Conditions Precedent 9 6. Governance of the Company 10 7. General Meetings 12 8. Management 13 9. Shareholder Reserved M

March 10, 2023 CORRESP

Exhibit– Redline of Current Revenue Recognition Policy vs. Previous draft

March 10, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

March 8, 2023 8-K

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): March 8, 2023 MARATHON DIGITAL HO

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): March 8, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer of

March 3, 2023 CORRESP

MARATHON DIGITAL HOLDINGS, INC. 1180 North Town Center Drive Suite 100 Las Vegas, NV 89144 TELE 725.202.6780

March 3, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

February 28, 2023 8-K

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): February 27, 2023 MARATHON DIGITA

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): February 27, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer

February 28, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

February 9, 2023 SC 13G/A

MARA / Marathon Digital Holdings Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01361-marathondigitalholdi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Marathon Digital Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 565788106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate

January 27, 2023 8-K

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): January 27, 2023 MARATHON DIGITAL

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): January 27, 2023 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer

December 2, 2022 CORRESP

MARATHON DIGITAL HOLDINGS, INC. 1180 North Town Center Drive Suite 100 Las Vegas, NV 89144 TELE 725.202.6780

December 2, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

November 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 21, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer

November 28, 2022 EX-10.1

Employment Agreement for John Lee (75)

Exhibit 10.1

November 18, 2022 CORRESP

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) November 18, 2022

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) November 18, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc. – Request for Further Extension to Respond to Your Octo

November 14, 2022 EX-3.1

Amendment to Bylaws

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MARATHON DIGITAL HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by the Tre

November 14, 2022 EX-10.1

Auradine Agreements (74)

Exhibit 10.1 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of April , 2022 by and among Auradine, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B. WHEREAS, each Key Holder is the beneficial owner of shares of

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, IN

November 9, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

November 7, 2022 8-K

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): November 4, 2022 MARATHON DIGITAL

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): November 4, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction (Commission (IRS Employer

October 27, 2022 CORRESP

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) October 27, 2022

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) October 27, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc. – Request for Further Extension to Respond to Your Octob

October 17, 2022 8-K

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): October 12, 2022 MARATHON DIGITAL

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): October 12, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Com

September 20, 2022 8-K

Current Report

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): September 14, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commi

September 20, 2022 EX-99.1

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF MARATHON DIGITAL HOLDINGS, INC. (FKA VERVE VENTURES, INC.)

Exhibit 99.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF MARATHON DIGITAL HOLDINGS, INC. (FKA VERVE VENTURES, INC.) This Amendment to the Amended and Restated Bylaws of Marathon Digital Holdings, Inc. amends Article I, Section 7 by replacing the paragraph entitled ?-QUORUM? as follows: - QUORUM. The holders of 33-1/3% of the outstanding shares of common stock shall constitute a quorum at a mee

September 13, 2022 EX-99.1

September 2022 IR Presentation

Exhibit 99.1

September 13, 2022 8-K

Current Report

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): September 13, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commi

September 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

September 2, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

August 26, 2022 CORRESP

August 26, 2022

August 26, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

August 19, 2022 SC 13G

MARA / Marathon Digital Holdings Inc. / Okamoto Merrick D Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Marathon Digital Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 565788106 (CUSIP Number) Merrick D. Okamoto 4004 Quail Run Flower Mound, TX 75022 Phone: 800-804-1690 (Name, Address and Telephone Number of Person Authorized to

August 9, 2022 EX-10.1

Forms of Revolving Credit Agreement, Revolving Credit Note, Term Loan Agreement and Term Loan Note

Exhibit 10.1

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, INC. (E

August 5, 2022 CORRESP

August 5, 2022

August 5, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

August 3, 2022 8-K

Entry into a Material Definitive Agreement

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 28, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commission

August 1, 2022 CORRESP

August 1, 2022

August 1, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

July 22, 2022 CORRESP

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) July 22, 2022

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) July 22, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc. – Request for Further Extension to Respond to Your June 24,

July 11, 2022 CORRESP

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) July 11, 2022

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 (516) 217-6379 (telephone) (866) 705-3071 (telefax) [email protected] (email) July 11, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Melissa Walsh Re: Marathon Digital Holdings, Inc. – Request for Extension to Respond to Your June 24, 2022 Comment Letter Dear

June 22, 2022 8-K

Other Events

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): June 22, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commission

June 13, 2022 CORRESP

June 13, 2022

June 13, 2022 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Stephen Krikorian Melissa Walsh Re: Marathon Digital Holdings, Inc.

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to MARATHON DIGITAL HOLDINGS, INC. (

May 6, 2022 EX-10.1

Amendment Agreements, dated March 30, 2022, relating to Power Purchase Agreement, Ground Lease and Data Facilities Service Agreement at Hardin, Montana Facility

Exhibit 10.1

April 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 22, 2022 CORRESP

Marathon Digital Holdings, Inc. 1180 North Town Center Drive Suite 100 Las Vegas, NV 89144 Tele 725.202.6780

April 22, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

April 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 31, 2022 MARATHON DIGITAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 001-36555 01-0949984 (State or other jurisdiction of incorporation) (Commissio

April 5, 2022 EX-99.1

Employment Agreement for Hugh Gallagher (71)

Exhibit 99.1

Other Listings
IT:1MARA 12,50 €
MX:MARA
GB:M44D
AT:MARA
BG:M44
DE:M44 12,62 €
DE:M44A
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