Q4 2025 MARA Holdings Earnings Call

February 26, 2026

Speaker #1: Greetings and welcome to the MARA 4Q25 earnings call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation.

Speaker #1: If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded.

Speaker #1: It is now my pleasure to introduce your host, Robert Samuels, VP Investor Relations. Thank you, Robert. You may begin.

Speaker #2: Thank you, operator. Good afternoon, everyone, and welcome to MARA's fourth quarter and fiscal year 2025 earnings call. Thank you for joining us today. With me on today's call are our Chairman and Chief Executive Officer, Fred Thiel, and our Chief Financial Officer, Salman Khan.

Speaker #2: Today's call includes forward-looking statements, including those about our growth plans, liquidity, and financial performance. These involve risks and uncertainties and actual results may differ materially.

Speaker #2: We disclaim any obligation to update these statements, except as required by law. For more details, see the risk factors section of our latest 10-K and other SEC filings.

Speaker #2: We'll also reference non-GAAP financial measures like adjusted EBITDA and return on capital employed, which we believe are important indicators of MARA's operating performance. Because they exclude certain items that we do not believe directly reflect our core operations.

Speaker #2: Please see our earnings release for reconciliations to the most comparable GAAP measures. We hope you've had the chance to read our shareholder letter and look forward to your feedback.

Speaker #2: We'll begin with some brief prepared remarks from Fred and Salman. After their comments, we will open the call to Q&A. I'm going to turn the call over to Fred to kick things off.

Speaker #2: Fred?

Speaker #3: Good afternoon, everyone, and thank you for joining us. Before we get into the results for the quarter, we're excited to discuss our just-announced strategic partnership with Starwood Digital Ventures, the data center development platform of Starwood Capital Group and one of the premier data center developers and operators in the world.

Speaker #3: This joint venture accelerates MARA's expansion into AI and high-performance compute and represents a meaningful step forward in the evolution of our platform from a pure-play Bitcoin miner into an energy and digital infrastructure company.

Speaker #3: Alongside other actions we have taken, including closing our investment in Exion, we are strategically positioning our platform to support a broad range of AI deployment requirements—from large-scale cloud environments to private enterprise and sovereign deployments—where AI inference operates closer to its contextual data, with reduced latency constraints and enhanced operational control.

Speaker #3: Through our partnership, MARA and Starwood will jointly develop, finance, and operate next-generation digital infrastructure capable of meeting growing demand from enterprise, hyperscale, and AI customers across MARA's existing power-rich portfolio.

Speaker #3: MARA will contribute dedicated energy advanced data center sites, while Starwood Digital Ventures will lead design, development, tenant sourcing, construction, and facility operation with Starwood providing investment expertise to support enhanced project-level economics.

Speaker #3: We have the option to retain up to 50% ownership in the joint venture, positioning us to participate in future cash flows while capturing long-term value creation.

Speaker #3: The joint platform is expected to deliver more than $1 gigawatt of near-term IT capacity with a pathway to more than $2.5 gigawatts. This JV structure accomplishes several things at once.

Speaker #3: It accelerates speed to market and introduces institutional-grade development and tenant relationships. Importantly, it also allows us to leverage the wealth of power capacity embedded in our existing energized sites in the near term.

Speaker #3: These assets were built around power and hyperscale cloud remains the fastest path to monetization that power at scale today. At the same time, the structure allows us to continue mining through a lease arrangement while accessing excess power at preferred prices during lower hyperscale utilization.

Speaker #3: That flexibility improves economics and smooths load across the site. Now let me address directly why we chose to partner with Starwood. Enterprise hyperscale and AI customers are inherently risk-averse when selecting infrastructure partners.

Speaker #3: They require certainty of execution, deep development expertise, balance sheet credibility, and a proven track record of delivering mission-critical facilities on time, and on specification.

Speaker #3: While MARA brings the power, the sites, and the operational expertise, hyperscalers typically do not award large-scale AI workloads to first-time developers without institutional backing.

Speaker #3: Partnering with Starwood ensures that we're not asking customers to take that risk. Starwood has decades of experience as a real estate asset investor and developer, established long-term relationships with hyperscalers and enterprise customers, and a proven ability to finance and deliver complex data center projects globally by aligning with an experienced tenant-first developer we expect to increase execution certainty and accelerate our ability to secure institutional-grade tenancy.

Speaker #3: This is about optimizing probability of success and compressing timelines, not simply proving we can build stuff alone. Demand signals are already strong. MARA and Starwood have been engaged in active discussions with hyperscalers and leading HPC tenants, reflecting meaningful early interest in power advantaged AI-ready capacity across our sites.

Speaker #3: In parallel, design, permitting, and commercial leasing processes are well underway, with applications submitted and select markets to support accelerated delivery timelines. In other words, while we are formally announcing this partnership today, we are already well down the path toward securing a tenant.

Speaker #3: We also announced that we closed our investment in Exion, acquiring a 64% stake and expanding our enterprise-grade AI and HPC capabilities. Through Exion, we can deliver infrastructure as a service and edge inference solutions for large energy and industrial customers, particularly in environments where requirements around data locality latency and operational control shape how compute is deployed.

Speaker #3: Importantly, Exion fits in a broader international strategy, building on our proven success in the UAE and the recent launch of our pilot site in Oman.

Speaker #3: We are accelerating conversations with energy majors in France regarding global opportunities, including in Brazil, as well as domestic energy producers in Saudi Arabia. These initiatives are all part of a deliberate strategy to expand our global footprint across energy-rich regions where access to reliable, scalable power supports long-term infrastructure development.

Speaker #3: Starwood and Exion are complementary elements of the same strategy. Where the Starwood partnership accelerates our ability to serve hyperscale cloud customers, Exion strengthens our ability to deploy private, enterprise, and sovereign cloud environments.

Speaker #3: This is especially important in international markets, where Exion already operates data center infrastructure and provides a foundation for sovereign-grade AI and high-performance compute deployment.

Speaker #3: Together, Starwood and Exion give MARA multiple proven pathways to deploy the same assets: power, sites, and infrastructure in ways that maximize long-term value as demand evolves.

Operator: Greetings, welcome to the MARA Q4 2025 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Robert Samuels, VP Investor Relations. Thank you, Robert. You may begin.

Speaker #3: Now I'd like to take a step back and put this strategy in context. Jensen Huang said something on NVIDIA's earnings call last night that captures exactly what we are building toward.

Speaker #3: He said simply, "Compute equals revenues." His point was that in this new AI economy, the ability to generate tokens to run inference is the direct input to revenue growth for every enterprise and hyperscale customer in the world.

Speaker #3: That compute requires power, power is the scarce input, and that is precisely what MARA controls. Our sites were originally developed to mine Bitcoin efficiently, but they were built around power.

Robert Samuels: Thank you, operator. Good afternoon, everyone. Welcome to MARA's Q4 and fiscal year 2025 earnings call. Thank you for joining us today. With me on today's call are our Chairman and Chief Executive Officer, Fred Thiel, and our Chief Financial Officer, Salman Khan. Today's call includes forward-looking statements, including those about our growth plans, liquidity, and financial performance. These involve risks and uncertainties, and actual results may differ materially. We disclaim any obligation to update these statements except as required by law. For more details, see the Risk Factors section of our latest 10-K and other SEC filings. We also reference non-GAAP financial measures like adjusted EBITDA and return on capital employed, which we believe are important indicators of MARA's operating performance because they exclude certain items that we do not believe directly reflect our core operations.

Speaker #3: As we continue this transition and as demand for AI and HPC at our sites accelerates, the economics of our sites will increasingly reflect long-term infrastructure characteristics.

Speaker #3: When a site supports contracted AI or HPC workloads, the underlying drivers of value shift. Cash flows become longer duration and more predictable, execution risk is reduced, and the operating profile increasingly resembles infrastructure rather than pure compute.

Speaker #3: We believe the same underlying assets can support different economic outcomes depending on how they are deployed. That is why optionality matters. Bitcoin mining allows us to monetize power immediately and flexibly while AI and HPC workloads can, when demand supports them, monetize that same power through longer-term contracts and higher value use cases.

Robert Samuels: Please see our earnings release for reconciliations to the most comparable GAAP measures. We hope you've had the chance to read our shareholder letter and look forward to your feedback. We'll begin with some brief prepared remarks from Fred and Salman. After their comments, we will open the call to Q&A. I'm going to turn the call over to Fred to kick things off. Fred.

Speaker #3: Our responsibility is to allocate capital where the return profile justifies conversion and to manage our sites in a way that maximizes long-term value across market cycles.

Speaker #3: This quarter, we've also advanced our strategy in other important ways. We increased our Nebraska footprint through the recent acquisition of a 42-megawatt data center adjacent to an existing site, expanding the campus by approximately 40%.

Fred Thiel: Good afternoon, everyone, and thank you for joining us. Before we get into the results for the quarter, we're excited to discuss our just announced strategic partnership with Starwood Digital Ventures, the data center development platform of Starwood Capital Group and one of the premier data center developers and operators in the world. This joint venture accelerates MARA's expansion into AI and high-performance compute and represents a meaningful step forward in the evolution of our platform from a pure-play Bitcoin miner into an energy and digital infrastructure company. Alongside other actions we have taken, including closing our investment in Exaion, we are strategically positioning our platform to support a broad range of AI deployment requirements from large-scale cloud environments to private enterprise and sovereign deployments, where AI inference operates closer to its contextual data with reduced latency constraints and enhanced operational control.

Speaker #3: With below-market power rates, this lowers our average cost to mine while strengthening operational efficiency. That same site also provides option value for AI and HPC workloads over time.

Speaker #3: Lastly, we doubled our Ngon gas-to-power operations from 25 megawatts to 50 megawatts converting previously flared gas into some of our lowest-cost mining power. Given the recent decline in Bitcoin price and considering the potentially accretive impact of the Starwood JV, we are adopting a capital allocation priority to focus on the highest value near-term opportunities.

Speaker #3: While we are continuing to advance discussions with MPLX, regarding development of integrated power and data campuses in West Texas, this is a longer-term project with significant capital expenses, the scope under consideration has evolved from the initial letter of intent, and we remain engaged in evaluating a transition transaction structure that aligns with our capital allocation priorities.

Fred Thiel: Through our partnership, MARA and Starwood will jointly develop, finance, and operate next generation digital infrastructure capable of meeting growing demand from enterprise hyperscale and AI customers across MARA's existing power-rich portfolio. MARA will contribute dedicated energy, advanced data center sites, while Starwood Digital Ventures will lead design, development, tenant sourcing, construction, and facility operation, with Starwood providing investment expertise to support enhanced project-level economics. We have the option to retain up to 50% ownership in the joint venture, positioning us to participate in future cash flows while capturing long-term value creation. The joint platform is expected to deliver more than 1 gigawatt of near-term IT capacity with a pathway to more than 2.5 gigawatts. This JV structure accomplishes several things at once. It accelerates speed to market and introduces institutional-grade development and tenant relationships.

Speaker #3: All of this is designed to expand margins and be accretive. To NOI over time. Now, Bitcoin remains a core pillar of our strategy. Despite a pronounced sell-off and continued volatility, we increased Energize hashrate from 53.2 exahash to 66.4 exahash during 2025.

Speaker #3: We deliberately chose not to pursue projects that failed to meet our return thresholds, capital discipline remains central. Historically, we retained the majority of the Bitcoin we mined as a long-term strategic asset.

Speaker #3: Beginning in the second half of 2025, we began selectively monetizing Bitcoin to support operations. Given recent weakness and volatility in Bitcoin price, we have that have impacted both sector sentiment and elements of our trading performance, we believe maintaining flexible sorry, financial flexibility is particularly important.

Fred Thiel: Importantly, it also allows us to leverage the wealth of power capacity embedded in our existing energized sites in the near term. These assets were built around power, and hyperscale cloud remains the fastest path to monetization that power at scale today. At the same time, the structure allows us to continue mining through a lease arrangement while accessing excess power at preferred prices during lower hyperscale utilization. That flexibility improves economics and smooths load across the site. Now, let me address directly why we chose to partner with Starwood. Enterprise, hyperscale, and AI customers are inherently risk-averse when selecting infrastructure partners. They require certainty of execution, deep development expertise, balance sheet credibility, and a proven track record of delivering mission-critical facilities on time and on specification.

Speaker #3: Looking ahead, we expect to continue taking an opportunistic approach using Bitcoin to enhance financial flexibility where appropriate. As always, these decisions will be guided by market conditions and our capital allocation priorities, with a clear focus on strengthening the balance sheet and enhancing long-term shareholder value.

Speaker #3: While the timing of a recovery in Bitcoin prices is difficult to predict, our long-term conviction in the asset class remains unchanged. Let me close with this.

Speaker #3: MARA is no longer simply a Bitcoin miner. We are already well down the path of building an energy-dominant digital infrastructure platform. Starwood accelerates hyperscale development, Exion strengthens our enterprise AI layer.

Speaker #3: Digital infrastructure and Bitcoin mining provide the economic engine, and power ownership provides the strategic advantage. Every decision we make is guided by one principle: maximize the long-term value of every megawatt we control.

Fred Thiel: While MARA brings the power, the sites, and the operational expertise, hyperscalers typically do not award large-scale AI workloads to first-time developers without institutional backing. Partnering with Starwood ensures that we're not asking customers to take that risk. Starwood has decades of experience as a real estate asset investor and developer, established long-term relationships with hyperscalers and enterprise customers, and a proven ability to finance and deliver complex data center projects globally. By aligning with an experienced tenant-first developer, we expect to increase execution certainty and accelerate our ability to secure institutional-grade tenancy. This is about optimizing probability of success and compressing timelines, not simply proving we can build stuff alone. Demand signals are already strong. MARA and Starwood have been engaged in active discussions with hyperscalers and leading HPC tenants, reflecting meaningful early interest in power-advantaged AI-ready capacity across our sites.

Speaker #3: We believe this strategy positions MARA to deliver durable, compounding shareholder returns. I'll now turn it over to Salman to discuss Q4 financials.

Speaker #2: Thank you, Fred. I'd like to begin by highlighting the strategic and financial significance of our partnership with Starwood Digital Ventures. A global leader in data center development and operations, as Fred mentioned earlier.

Speaker #2: From a financial perspective, we expect this joint venture to generate meaningful net operating income, or NOI, and free cash flow over time while reducing earnings volatility relative to a pure Bitcoin mining model.

Speaker #2: Importantly, partnering with Starwood enhances our access to institutional, investment-grade capital, as we jointly develop and finance utility-scale AI and HPC infrastructure across our power advantaged portfolio.

Speaker #2: With a pathway to more than 2.5 gigawatts of potential capacity that could be allocated to AI HPC over time, we believe this partnership will materially improve MARA's long-term NOI profile cash flow visibility and overall valuation framework for our business.

Fred Thiel: In parallel, design, permitting, and commercial leasing processes are well underway, with applications submitted in select markets to support accelerated delivery timelines. In other words, while we are formally announcing this partnership today, we are already well down the path towards securing a tenant. We also announced that we closed our investment in Exaion, acquiring a 64% stake and expanding our enterprise-grade AI and HPC capabilities. Through Exaion, we can deliver Infrastructure as a Service and edge inference solutions for large energy and industrial customers, particularly in environments where requirements around data locality, latency, and operational control shape how compute is deployed. Importantly, Exaion fits in a broader international strategy.

Speaker #2: We are also pleased to have completed our acquisition of a majority stake in Exion. Which we expect will further diversify revenue as it expands its sovereign cloud and enterprise AI compute offerings.

Speaker #2: Together, these initiatives reflect this strategy focused on expanding free cash flow generation and driving long-term shareholder returns. During the quarter,

Speaker #1: Bitcoin price volatility was the defining , defining market force . Bitcoin began the period at roughly $111,000 and reached a new all time high near $125,000 in early October .

Fred Thiel: Building on our proven success in the UAE and the recent launch of our pilot site in Oman, we are accelerating conversations with energy majors in France regarding global opportunities, including in Brazil, as well as domestic energy producers in Saudi Arabia. These initiatives are all part of a deliberate strategy to expand our global footprint across energy-rich regions where access to reliable, scalable power supports long-term infrastructure development. Starwood and Exaion are complementary elements of the same strategy. Where Starwood partnership accelerates our ability to serve hyperscale cloud customers, Exaion strengthens our ability to deploy private, enterprise, and sovereign cloud environments. This is especially important in international markets where Exaion already operates data center infrastructure and provides a foundation for sovereign-grade AI and high-performance compute deployments.

Speaker #1: However , an overnight liquidation event compounded by broader negative market sentiment , drove a sharp reversal , with prices falling to roughly $87,000 by quarter end This nearly $40,000 swing created one of the most challenging macro environments we have faced in recent periods , and served as a significant headwind to our financial performance Against this backdrop of falling Bitcoin price , global hash rate increased modestly as miners remained disciplined and cautious in deploying additional capacity amid the volatility .

Speaker #1: Now , let me give an overview of our key financial results and operational highlights , which are still quite sensitive to fluctuations in the price of Bitcoin , as well as the total network hash rate , which affects the total amount of Bitcoin .

Speaker #1: Mined . For example , every $10,000 change in the price of Bitcoin results in approximately a $538 million change in the value of Bitcoin holdings .

Fred Thiel: Together, Starwood and Exaion give MARA multiple proven pathways to deploy the same assets, power, sites, and infrastructure in ways that maximize long-term value as demand evolves. Now, I'd like to take a step back and put this strategy in context. Jensen Huang said something on NVIDIA's earnings call last night that captures exactly what we are building towards. He said simply, Compute equals revenues. His point was that in this new AI economy, the ability to generate tokens to run inference is the direct input to revenue growth for every enterprise and hyperscale customer in the world. That compute requires power. Power is the scarce input, and that is precisely what MARA controls. Our sites were originally developed to mine Bitcoin efficiently, but they were built around power.

Speaker #1: Revenues in the fourth quarter were $202.3 million , compared to $214.4 million in the fourth quarter of 2020 . For for 2020 , revenues grew 38% to $907.1 million from $656.4 million in 2020 .

Speaker #1: Four . Although Bitcoin's average price increased 15% year over year , contributing $24.8 million to our 2025 results , production volumes were lower throughout the year .

Speaker #1: Remind an average of 21.9 Bitcoin a day in Q4 , compared to 27.1 Bitcoin in Q4 2020 . For resulting in approximately 481 , less bitcoin mined this quarter Q4 marked exceptional operational performance across our core owned mining sites , with several operating at or near 100% uptime .

Fred Thiel: As we continue this transition, as demand for AI and HPC at our sites accelerates, the economics of our sites will increasingly reflect long-term infrastructure characteristics. When a site supports contracted AI or HPC workloads, the underlying drivers of value shift. Cash flows become longer duration and more predictable. Execution risk is reduced, the operating profile increasingly resembles infrastructure rather than pure compute. We believe the same underlying assets can support different economic outcomes depending on how they are deployed. That is why optionality matters. Bitcoin mining allows us to monetize power immediately and flexibly, while AI and HPC workloads can, when demand supports them, monetize that same power through longer-term contracts and higher-value use cases.

Speaker #1: The decline in production , however , was primarily driven by higher network difficulty level due to rising total network hash rate While we had the opportunity to deploy additional , more aggressively , we chose to remain disciplined and measured in our expansion .

Speaker #1: Given broader market uncertainty Despite the increasingly competitive operating environment , we continued to grow both our compute capacity and Bitcoin holdings . Between Q4 2024 and Q4 of 2025 .

Speaker #1: Are Bitcoin holdings increased by over 20% , going from approximately 44,000 Bitcoin to nearly 54,000 Bitcoin over the same period . Our energized hash rate increased 25% from 53.2 extra to 66.4 Xa .

Fred Thiel: Our responsibility is to allocate capital where the return profile justifies conversion and to manage our sites in a way that maximizes long-term value across market cycles. This quarter, we've also advanced our strategy in other important ways. We increased our Nebraska footprint through the recent acquisition of a 42 MW data center adjacent to an existing site, expanding the campus by approximately 40%. With below-market power rates, this lowers our average cost to mine while strengthening operational efficiency. That same site also provides option value for AI and HPC workloads over time. Lastly, we doubled our NGON gas-to-power operations from 25 MW to 50 MW, converting previously flared gas into some of our lowest cost mining power. Given the recent decline in Bitcoin price and considering the potentially accretive impact of the Starwood JV, we are adopting a capital allocation priority to focus on the highest value near-term opportunities.

Speaker #1: Hash We reported a net loss of $1.7 billion , or $4.52 , per diluted share , last quarter , compared to net income of $528.3 million , or $1.24 per diluted share , in the fourth quarter of 2020 .

Speaker #1: For it's important to note of this net loss for the fourth quarter of 2025 that due to the decline in the price of Bitcoin , we booked a 1.5 billion loss or $1.5 billion loss , which was due to a change in fair value of digital assets , including bitcoin receivable for the full year , we recorded a net loss of $1.3 billion compared to net income of $541 million in the prior year period During the quarter , we also recorded our non-cash goodwill impairment charge of $82.8 million following our annual impairment review .

Fred Thiel: While we are continuing to advance discussions with MPLX regarding development of integrated power and data campuses in West Texas, this is a longer-term project with significant capital expenses. The scope under consideration has evolved from the initial letter of intent, and we remain engaged in evaluating a transaction structure that aligns with our capital allocation priorities. All of this is designed to expand margins and be accretive to NOI over time. Now, Bitcoin remains a core pillar of our strategy. Despite a pronounced sell-off and continued volatility, we increased energized hash rate from 53.2 exahash to 66.4 exahash during 2025. We deliberately chose not to pursue projects that failed to meet our return thresholds. Capital discipline remains central. Historically, we retained the majority of the Bitcoin we mined as a long-term strategic asset.

Speaker #1: This change is entirely non-cash and had no impact on liquidity , operating performance or cash flows . On the cost side , our cost per kilowatt hour for our own sites were $0.04 in 2025 .

Speaker #1: Our purchased energy cost per Bitcoin for the quarter was $48,611 , compared to $31,608 in Q4 of 2024 . Importantly , our daily cost per Petahash per day improved 4% year over year to $30.30 $5 from $31.7 in the fourth quarter last year .

Speaker #1: And over the past 11 quarters has improved by 36% . We believe this remains among the lowest at scale in the sector . Mara is the one of the largest corporate public holder of Bitcoin , and we actively generate returns on our holdings .

Fred Thiel: Beginning in the second half of 2025, we began selectively monetizing Bitcoin to support operations. Given recent weakness and volatility in Bitcoin price, we have that have impacted both sector sentiments and elements of our trading performance, we believe maintaining flexible, sorry, financial flexibility is particularly important. Looking ahead, we expect to continue taking an opportunistic approach using Bitcoin to enhance financial flexibility where appropriate. As always, these decisions will be guided by market conditions and our capital allocation priorities, with a clear focus on strengthening the balance sheet and enhancing long-term shareholder value. While the timing of a recovery in Bitcoin prices is difficult to predict, our long-term conviction in the asset class remains unchanged. Let me close with this. MARA is no longer simply a Bitcoin miner. We are already well down the path of building an energy-dominant digital infrastructure platform. Starwood accelerates hyperscale development.

Speaker #1: The Bitcoin on our balance sheet strengthens our debt profile , reinforces resilience and provides flexibility to pursue disciplined growth opportunities . When they arise .

Speaker #1: I would like to remind everyone that we are not a digital asset . Treasury company . Mara is an operating company , not a passive Bitcoin balance sheet vehicle During the quarter , we mined 2011 Bitcoin and purchased an additional 1670 .

Speaker #1: As part of our trading strategy , as part of our digital asset management strategy , we aim to deploy Bitcoin holdings through risk optimized trading initiatives , lending arrangements and collateralized borrowings under credit facilities .

Speaker #1: As of December 31st , 2025 , we held a total of 53,822 Bitcoin , an increase of 8929 over the previous year Of the total 15,315 Bitcoin were loaned actively managed or pledged as collateral , 9377 Bitcoin were loaned to counterparties , generating approximately $32.1 million of interest income during the year We also pledged 5938 bitcoin to access financing , supporting liquidity while minimizing dilution .

Fred Thiel: Exaion strengthens our enterprise AI layer. Digital infrastructure and Bitcoin mining provide the economic engine, and power ownership provides the strategic advantage. Every decision we make is guided by one principle: maximize the long-term value of every megawatt we control. We believe this strategy positions MARA to deliver durable compounding shareholder returns. I'll now turn it over to Salman to discuss Q4 financials.

Salman Khan: Thank you, Fred. I'd like to begin by highlighting the strategic and financial significance of our partnership with Starwood Digital Ventures, a global leader in data center development and operations, as Fred mentioned earlier. From a financial perspective, we expect this joint venture to generate meaningful net operating income or NOI and free cash flow over time while reducing earnings volatility relative to a pure Bitcoin mining model. Importantly, partnering with Starwood enhances our access to institutional investment-grade capital as we jointly develop and finance utility-scale AI and HPC infrastructure across our power advantage portfolio. With a pathway to more than 2.5 GW of potential capacity that could be allocated to AI HPC over time, we believe this partnership will materially improve MARA's long-term NOI profile, cash flow visibility, and overall valuation framework for our business.

Speaker #1: In total approximately 28% of our total holdings were activated through our digital asset Management strategy . As of the year end . Now let's turn to our balance sheet .

Speaker #1: I want to address our debt maturity profile . Our $925 million notes due 2031 and $1 billion notes due 2030 . Have a put right , exercisable on June 4th , 2027 and December 1st , 2027 respectively .

Speaker #1: These represent a meaningful cash obligation that could come due in 2027 , and we are proactively planning for that scenario today . I want to be clear about how we think about managing these obligations First , our Bitcoin holdings at current market price represent approximately two times of these puts Second , the zero coupon structure on the vast majority of our notes means we have no material ongoing cash interest burden related to these notes eroding our liquidity between now and those dates Third , we have a history of prudent balance sheet management with our previous converged the path we are building through the Starwood JV and our infrastructure transition is specifically designed to generate contracted cash flows that diversify our liquidity resource sources .

Salman Khan: We are also pleased to have completed our acquisition of a majority stake in Exaion, which we expect will further diversify revenue as it expands its sovereign cloud and enterprise AI compute offerings. Together, these initiatives reflect a strategy focused on expanding free cash flow generation and driving long-term shareholder returns. During the quarter, Bitcoin price volatility was the defining market force. Bitcoin began the period at roughly $111,000 and reached a new all-time high near $125,000 in early October. However, an overnight liquidation event compounded by broader negative market sentiment drove a sharp reversal, with prices falling to roughly $87,000 by quarter end. This nearly $40,000 swing created one of the most challenging macro environments we have faced in recent periods and served as a significant headwind to our financial performance.

Speaker #1: Excuse me ? Liquidity sources beyond Bitcoin alone , we are not managing this balance sheet reactively . We are managing it with full visibility into every obligation on the horizon .

Speaker #1: Now , historically , we held the Bitcoin we as a long term investment in the second half of 2025 . We began selling Bitcoin to fund operations .

Speaker #1: In 2026 , we expect to continue to monetize bitcoins opportunistically to enhance our financial flexibility , including to provide liquidity or to fund capital projects and other initiatives that we believe enhance long term shareholder value , subject to market conditions .

Salman Khan: Against this backdrop of falling Bitcoin price, global hash rate increased modestly as miners remained disciplined and cautious in deploying additional capacity amid the volatility. Let me give an overview of our key financial results and operational highlights, which are still quite sensitive to fluctuations in the price of Bitcoin, as well as the total network hash rate, which affects the total amount of Bitcoin we mine. For example, every $10,000 change in the price of Bitcoin results in approximately a $538 million change in the value of our Bitcoin holdings.

Speaker #1: And our capital allocation priorities . In response to the more volatile pricing environment we elected to suspend use of our ATM at the end of third quarter of last year and instead funded operations through the sale of a portion of our mind .

Speaker #1: Bitcoin . Notably , Q4 marked the first quarter since 2022 that we did not utilize our ATM program by shifting to operational funding through Bitcoin sales from production .

Speaker #1: We strengthened near cash flow while maintaining a disciplined and flexible balance sheet strategy . With that , I will turn it over to the operator to open it up for questions Operator

Salman Khan: Revenues in Q4 were $202.3 million compared to $214.4 million in Q4 2024. For 2025, revenues grew 38% to $907.1 million from $656.4 million in 2024. Although Bitcoin's average price increased 15% year-over-year, contributing $24.8 million to our 2025 results, production volumes were lower throughout the year. We mined an average of 21.9 Bitcoin a day in Q4 compared to 27.1 Bitcoin in Q4 2024, resulting in approximately 481 less Bitcoin mined this quarter. Q4 marked exceptional operational performance across our core owned mining sites, with several operating at or near 100% uptime.

Speaker #2: Thank you . We'll now begin our question and answer session . If you would like to ask a question , please press star one on your telephone keypad .

Speaker #2: A confirmation tone will indicate your line is in the question queue . You may press star two . If you would like to remove your question from the queue for participants using speaker equipment , it may be necessary to pick up your handset before pressing the star keys .

Speaker #2: One moment please , while we pull for questions Thank you . Our first question comes from the line of Paul Goldman with Macquarie Capital .

Speaker #2: Please proceed

Speaker #3: Thanks so much for taking my question and congrats on the partnership announcement . I wanted to ask Fred , you noted that the partnership gives you the opportunity to retain a 50% stake in these projects .

Salman Khan: The decline in production, however, was primarily driven by higher network difficulty level due to rising total network hashrate. While we had the opportunity to deploy additional exahash more aggressively, we chose to remain disciplined and measured in our expansion given broader market uncertainty. Despite the increasingly competitive operating environment, we continued to grow both our compute capacity and Bitcoin holdings. Between Q4 2024 and Q4 2025, our Bitcoin holdings increased by over 20%, growing from approximately 44,000 Bitcoin to nearly 54,000 Bitcoin. Over the same period, our energized hashrate increased 25% from 53.2 exahash to 66.4 exahash.

Speaker #3: Could you give some more color around the financing dynamics , around the 50% , whether there's an opportunity to contribute to the powered sites in exchange for other forms of consideration outside of the JV or what you meant by that , that comment in a bit more detail And then as a follow up , you also made a comment around , it seemed like load balancing across mining and HPC at certain sites that are part of this .

Speaker #3: This partnership going forward, could you speak to the technical requirements of that, and how we can think about mining versus HPC as you progress with this partnership?

Speaker #3: Thanks so much for

Speaker #4: Sure . So thank you for your question . When you look at the the JV structure . Essentially , you know , our initial contribution to the JV , to each specific for each specific site would be the the asset itself .

Salman Khan: We reported a net loss of $1.7 billion or -$4.52 per diluted share last quarter compared to net income of $528.3 million or $1.24 per diluted share in Q4 2024. It's important to note of this net loss for Q4 2025 that due to the decline in the price of Bitcoin, we booked a $1.5 billion loss or $1.5 billion dollar loss, which was due to a change in fair value of digital assets, including Bitcoin receivable. For the full year, we recorded a net loss of $1.3 billion compared to net income of $541 million dollar in the prior year period.

Speaker #4: And then additionally we would capitalize our share of the we would provide capital for our share of the development costs , where we could retain up to 50% of the JV .

Speaker #4: And hopefully that clarifies that part of it . There are mechanisms within the agreement that allow us to essentially decide not to fund our portion and their methods within the agreement that allow us to essentially be liquidated .

Salman Khan: During the quarter, we also recorded a non-cash goodwill impairment charge of $82.8 million following our annual impairment review. This change is entirely non-cash and had no impact on liquidity, operating performance or cash flows. On the cost side, our cost per kilowatt-hour for our own sites were $0.04 in 2025. Our purchased energy cost per Bitcoin for the quarter was $48,611 compared to $31,608 in Q4 2024. Importantly, our daily cost for petahash per day improved 4% year-over-year to $30.5 from $31.7 in the Q4 last year and over the past 11 quarters has improved by 36%. We believe this remains among the lowest at scale in the sector.

Speaker #4: If you would , at an attractive price that our option or at the if we don't Fulfill our obligations and we decide to to opt out .

Speaker #4: If you would, and I think we can provide more detail on that later. The key thing regarding load balancing is a combination of technologies that we've developed by leveraging special battery technology.

Speaker #4: We've announced previously a partnership with T batteries , which is a very advanced battery technology that can switch at submillisecond rates such that we are able to essentially balance load within data centers .

Speaker #4: If you think about the data center development project , our ability to be able to retain Bitcoin mining at the site while the project is being developed , and then even retain a portion of the power at the option of the tenant , allows us to act as a load balancer depending on the type of compute load that's executed at the site , there may be , for example , in the case of inference , loads , a variation in that load over the course a 24 hour period , or even over a period of a week , where the inference demands on that site may decrease at night .

Salman Khan: MARA is the one of the largest corporate public holder of Bitcoin, and we actively generate returns on our holdings. The Bitcoin on our balance sheet strengthens our debt profile, reinforces resilience, and provides flexibility to pursue disciplined growth opportunities when they arise. I would like to remind everyone that we are not a digital asset treasury company. MARA is an operating company, not a passive Bitcoin balance sheet vehicle. During the quarter, we mined 2,011 Bitcoin and purchased an additional 1,670 as part of our trading strategy. As part of our digital asset management strategy, we aim to deploy Bitcoin holdings through risk-optimized trading initiatives, lending arrangements, and collateralized borrowings under credit facilities.

Speaker #4: For example , or over weekends . And having bitcoin mining at the site allows us to again , based on the arrangement with the tenant mine , whenever power is available , that isn't being used at preferential prices Hopefully that answers your question .

Speaker #3: It does . Thanks so much . And maybe just as a quick follow up at those sites , would the partnership then benefit from any revenue generated from the Bitcoin mining that happens when the load balancing is occurring ?

Salman Khan: As of 31 December 2025, we held a total of 53,822 Bitcoin, an increase of 8,929 over the pre-previous year. Of the total, 15,315 Bitcoin were loaned, actively managed, or pledged as collateral. 9,377 Bitcoin were loaned to counterparties, generating approximately $32.1 million of interest income during the year. We also pledged 5,938 Bitcoin to access financing, supporting liquidity while minimizing dilution. In total, approximately 28% of our total holdings were activated through our digital asset management strategy as of the year-end. Now let's turn to our balance sheet. I want to address our debt maturity profile.

Speaker #3: Or is that something that would be retained entirely by Mara ? Thank you .

Speaker #4: Yeah , it's primarily by mineral

Speaker #3: Great . Thanks so much

Speaker #2: Thank you . Our next question comes from the line of Reynolds Smith with J.P. Morgan . Please proceed .

Speaker #5: Hey , guys . Congrats on the announcement as well . I guess you guys are the last major bitcoin miner to make the switch .

Speaker #5: And so I guess welcome to the party . My question you mentioned you mentioned Starwood and the fact that having a partner you're not going at it alone .

Speaker #5: And you know obviously we've seen other bitcoin miners sign deals . And so my question is should we expect the the time or to sign a deal to be shorter because you have Starwood along with you or is that , you alleviate some of the risk and maybe collapse the timeline and then I have one follow up .

Salman Khan: Our $925 million notes due 2031 and $1 billion notes due 2030 have a put right exercisable on 4 June 2027 and 1 December 2027 respectively. These represent a meaningful cash obligation that could come due in 2027, and we are proactively planning for that scenario today. I want to be clear about how we think about managing these obligations. First, our Bitcoin holdings at current market price represent approximately 2 times of these puts. Second, the zero-coupon structure on the vast majority of our notes means we have no material ongoing cash interest burden related to these notes eroding our liquidity between now and those put dates. Third, we have a history of prudent balance sheet management with our previous converts.

Speaker #4: Yeah, I think, as I said in my opening remarks, you know, this isn't a relationship that just starts with the signing of this agreement.

Speaker #4: It's been developing for quite some time , and we've been very actively working with prospective tenants . As I mentioned , there are permits have been submitted already for some sites .

Speaker #4: And , you know , we are actively engaged with tenants and the idea with working with Starwood was , again , Manyfold . On the one hand , having a partner who has relationships with the tenants and that the tenants already trust .

Salman Khan: The path we are building through the Starwood JV and our infrastructure transition is specifically designed to generate contracted cash flows that diversify our liquidity sources, excuse me, liquidity sources beyond Bitcoin alone. We are not managing this balance sheet reactively. We are managing it with full visibility into every obligation on the horizon. Now, historically, we held the Bitcoin we produced as a long-term investment. In the second half of 2025, we began selling Bitcoin to fund operations. In 2026, we expect to continue to monetize Bitcoins opportunistically to enhance our financial flexibility, including to provide liquidity or to fund capital projects and other initiatives that we believe enhance long-term shareholder value, subject to market conditions and our capital allocation priorities.

Speaker #4: If you think about Starwood , you know they have built and operated sites for , I believe , three of the four tier one hyperscalers and having those relationships and the trust that exists because of those relationships dramatically reduces .

Speaker #4: Let's just say the courtship period that a newcomer to the market , like ourselves would have to do . And so because of that trust , it's easy for Starwood and prospective tenants to have a very accelerated timeline on the process of evaluating a site , submitting permits , getting things going such that we can work towards getting leases done in a more accelerated fashion than if we had done it ourselves .

Speaker #4: Additionally , Starwood Captive EPC capabilities again , dramatically facilitate the ability to build and execute these things in a very efficient and timely manner .

Salman Khan: In response to the more volatile pricing environment, we elected to suspend use of our ATM at the end of Q3 of last year and instead funded operations through the sale of a portion of our mined Bitcoin. Notably, Q4 marked the first quarter since 2022 that we did not utilize our ATM program. By shifting to operational funding through Bitcoin sales from production, we strengthened near term cash flow while maintaining a disciplined and flexible balance sheet strategy. With that, I will turn it over to the operator to open it up for questions. Operator?

Speaker #4: The single biggest challenge today for hyperscalers is the ability to have certainty about power , availability and Bitcoin miners provide , you know , a lot of certainty because of the fact that we're currently consuming the power .

Speaker #4: One of the advantages with some of what we've done also , is that we have been already operating inference on one of our sites in a containerized fashion .

Speaker #4: And if a tenant were to be interested in a modular approach versus a traditional box approach , if you would , of building a large building , especially for inference applications .

Operator: Thank you. We'll now begin our question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. The first question comes from the line of Paul Golding with Macquarie Capital. Please proceed.

Speaker #4: And just as a reminder , you know , Jensen Huang in his comments , inferences where the revenue is in AI and inference is becoming the most important part of AI deployments today .

Speaker #4: And we that we're going to see a lot of advancement in the side of how these sites are designed , how these sites are constructed , which will align very well with the experience that we've previously developed in this area

Paul Golding: Thanks so much for taking my question and congrats on the partnership announcement. I wanted to ask, Fred, you noted that the partnership gives you the opportunity to retain a 50% stake in these projects. Could you give some more color around the financing dynamics around the 50%, whether there's an opportunity to contribute the powered site in exchange for other forms of consideration outside of the JV or what you meant by that comment in a bit more detail? As a follow-up, you also made a comment around it seemed like load balancing across mining and HPC at certain sites that are part of this partnership going forward.

Speaker #5: That makes sense because we've historically told clients and investors that , you know , think 9 to 12 months for a deal to sign , but it sounds like you guys are on a accelerated timeline The second question , it sounds like you're putting the the MLP deal on the back burner for now .

Speaker #5: My question is , are you are you still in the market for sites that are already powered or have been approved ? Is that something that would also be , you know , more of a longer term investment or how do you view those types of opportunities ?

Speaker #5: So , you know , a site and you know , some other city like would that be something that you may pursue now , or is that also something that would be viewed as less immediate and probably on the back burner ?

Paul Golding: Could you speak to the technical requirements of that and how we can think about mining versus HPC as you progress with this partnership? Thanks so much.

Speaker #4: No. So you have to look at what the market needs are today. If we're talking about power, that'll be available after 2030.

Fred Thiel: Sure. Thank you for your question. When you look at the JV structure, essentially, you know, our initial contribution to the JV to each specific for each specific site would be the asset itself. Then additionally, we would provide capital for our share of the development costs, where we could retain up to 50% of the JV. Hopefully, that clarifies that part of it. There are mechanisms within the agreement that allow us to essentially decide not to fund our portion.

Speaker #4: There's not an aggressive demand for that capacity . The hyperscalers themselves have many efforts around developing sites , building their own energy generation for that time period .

Speaker #4: That is , you know , four plus years out from now , what they desperately need now is power . That's available today where they can quickly get a site permitted , build and deploy and be turned on in a short time as possible .

Speaker #4: So we're prioritizing the ability to deploy capital where we can most readily convert it into those types of opportunities . So yes , we are still pursuing sites Both domestically and internationally .

Speaker #4: As we mentioned in our prepared remarks , we have spent a lot of time working with large French energy majors who are global leaders in energy , especially in the US , Latin America and the Middle East .

Fred Thiel: There, there are methods within the agreement that allow us to essentially be liquidated, if you would, at an attractive price or option, or if we don't fulfill our obligations and we decide to opt out, if you would. I think we can provide more detail on that later. The key thing regarding load balancing is a combination of technologies that we've developed by leveraging special battery technology. We've announced previously a partnership with TAE Batteries, which is a very advanced battery technology that can switch at sub-millisecond rates, such that we are able to essentially balance load within data centers.

Speaker #4: And we're actively engaged to develop sites over time with those partners in regions of the world where we believe it will be very attractive to develop sites that have the ability to be used.

Speaker #4: Maybe initially for Bitcoin mining and then converted over time into HPC . AI or other enterprise workloads

Speaker #5: It sounds great. Congrats, guys.

Speaker #4: Thank you

Speaker #2: Thank you . Our next question comes from the line of Greg Lewis with Btig . Please proceed

Fred Thiel: If you think about the data center development project, our ability to be able to retain Bitcoin mining at the site while the project is being developed and then even retain a portion of the power at the option of the tenant, allows us to act as a load balancer. Depending on the type of compute load that's executed at the site, there may be, for example, in the case of inference loads, a variation in that load over the course of a 24-hour period or even over a period of a week, where the inference demands on that site may decrease at night, for example, or over weekends. Having Bitcoin mining at the site allows us to, again, based on the arrangement with the tenant, mine whenever power is available that isn't being used at preferential prices. Hopefully, that answers your question.

Speaker #6: Hi . Thank you , and good afternoon , and thanks for taking my questions . You know , Fred , I did want to touch a little on , you know , you've been kind of alluding to the fact that this has been ongoing and we've been kind of building towards this for a while .

Speaker #6: I can appreciate , you know , that being said , there's there's definitely , probably still some work to do to get to get the pen to the paper .

Speaker #6: But as we kind of look across your own portfolio , you know , obviously you have the nice presence in Texas . We're in Ohio , Nebraska , I mean , we're , you know , you've a nice presence across the mid , mid part of the United States .

Speaker #6: Are there any areas that that are kind of gaining more interest , you know , as you and Starwood continue to look out to do that , look to kind of onboard that first customer

Speaker #4: I think , you know , typically what tenants are looking for is , as I said earlier , the power's turned on . It's easy and fast to build .

Paul Golding: It does. Thanks so much. Maybe just as a quick follow-up. At those sites, would the partnership then benefit from any revenue generated from the Bitcoin mining that happens when the load balancing is occurring? Or is that something that would be retained entirely by MARA? Thank you.

Speaker #4: And there's access to internet and if there's need for water , water at the site and a number of our sites fit that profile , obviously , if you look at other locations across the country , you know , it's a question of really triangulating high speed internet always on power and access to water .

Fred Thiel: Yeah, it's primarily by MARA.

Paul Golding: Great. Thanks so much.

Operator: Thank you. Our next question comes to the line of Reginald Smith with JP Morgan. Please proceed.

Speaker #4: And , you know , all of our peers , ourselves , the new cloud providers and many others are all chasing opportunities around the country .

Reginald Smith: Hey, guys. Congrats on the announcement as well. I guess you guys are the last major Bitcoin miner to make the switch, and so I guess welcome to the party. My question.

Speaker #4: And obviously, our focus is to initially monetize the sites that we have, because the power's already on. If you would.

Fred Thiel: Thank you.

Reginald Smith: You mentioned Starwood and the fact that having a partner, you're not going at it alone. You know, obviously…

Speaker #4: And we don't have to do any building to any greater extent to convert those sites , there may be upgrades to substations , things like that that have to happen before somebody comes in and starts converting the site and building buildings or doing whatever they're going to do for their specific needs .

Fred Thiel: Mm-hmm.

Reginald Smith: we've seen other Bitcoin miners sign deals. My question is, should we expect the time to sign a deal to be shorter because you have Starwood along with you? Does that, you know, alleviate some of the risk and maybe collapse the timelines? I have one follow-up.

Speaker #4: But the goal , the fact of the matter is that the power's the important thing , right ? So .

Speaker #6: Okay . And then just realizing , you know , probably not as familiar with Starwood Digital Ventures as I'm probably going to become , but kind of curious , you know , clearly they have they have a presence already in Europe with data centers .

Fred Thiel: Yeah. I think as I said in my opening remarks, you know, this isn't a relationship that just starts with the signing of this agreement. It's been developing for quite some time, we've been very actively working with prospective tenants. As I mentioned, their permits have been submitted already for some sites. You know, we are actively engaged with tenants. The idea with working with Starwood was again, manyfold. On the one hand, having a partner who has relationships with the tenants and that the tenants already trust. If you think about Starwood, you know, they have built and operated sites for, I believe, three of the four tier one hyperscalers.

Speaker #6: You know , you mentioned , you know , some of the things you're looking to do does , as we think about this relationship going forward , could this be an opportunity for kind of , you know , clearly we're marathon already has owned infrastructure .

Speaker #6: That's that's an easy lift for for getting more involved in some of these projects . But but , you know , as we think about , you know , the next I don't know maybe not the next 12 months , but the next three , four , five years .

Speaker #6: Do you see an opportunity for marriage to kind of build with Starwood beyond just what you have ? Is your own infrastructure

Speaker #4: If you mean by our existing infrastructure , absolutely .

Fred Thiel: Having those relationships and the trust that exists because of those relationships dramatically reduces, let's just say, the courtship period that a newcomer to the market like ourselves would have to do. Because of that trust, it's easy for Starwood and prospective tenants to have a very accelerated timeline on the process of evaluating a site, submitting permits, getting things going, such that we can work towards getting leases done in a more accelerated fashion than if we had done it ourselves. Additionally, Starwood's captive EPC capabilities, again, dramatically facilitate the ability to build and execute these things in a very efficient and timely manner. The single biggest challenge today for hyperscalers is the ability to have certainty about power availability. Bitcoin miners provide, you know, a lot of certainty because of the fact that we're currently consuming the power.

Speaker #6: Okay , great . Super helpful . Thank you for taking my questions .

Speaker #4: Yep . Thank you

Speaker #2: Thank you. Our next question comes from the line of Chris Blender with Rosenblatt. Please proceed.

Speaker #7: Hey good afternoon folks . Good to talk to you . I hope everything's well . And congrats on the progress here . I'd like to ask on follow up , Greg's question on the portfolio of data centers today .

Speaker #7: And locations and I noticed there was a comment in the deck that you have about a gig of of critical . It available today that seems to include some of the sites that you're currently in hosting mode .

Speaker #7: So, I was wondering, do you think you can potentially either acquire or run AI data center loads at these other sites that you're currently in hosting arrangements with, or am I reading that wrong?

Speaker #7: Thanks .

Speaker #4: Yeah , I think good question Chris . I think you have to also not look at those sites . The hosted sites , so much as while we operate a certain amount of load at existing sites , there is additional capacity available or expansion readily at hand with some of these sites .

Fred Thiel: One of the advantages with some of what we've done also is that we have been already operating inference on one of our sites in a containerized fashion. If a tenant were to be interested in a modular approach versus a traditional box approach, if you would, of building a large building, especially for inference applications. Just as a reminder, you know, Jensen Huang in his comments said, Inference is where the revenue is in AI, and inference is becoming the most important part of AI deployments today. We believe that we're gonna see a lot of advancements in the side of how these sites are designed, how these sites are constructed, which will align very well with the experience that we've previously developed in this area.

Speaker #4: The substations , for example , are ready for expansion . Additional load can be made available and the nameplate capacity of the sites in a number of cases is greater than that which we operate today

Speaker #7: Makes sense . Follow up question would be just , you know , there wasn't a lot of numbers in this relationship presentation and obviously it's a it's a huge pivot .

Speaker #7: And exciting development . I'm just wondering like what kind of size projects are you thinking of in this ? You know , sort of I don't think we're thinking about two , three , 400 megawatt sites like some of your competitors have .

Reginald Smith: That makes sense. We've historically told clients and investors that, you know, think 9 to 12 months for a deal to sign. It sounds like you guys are on a accelerated timeline. The second question, it sounds like you're putting the MPLX deal on the back burner for now. My question is, are you still in the market for sites that are already powered or have been approved? Is that something that would also be, you know, more of a longer-term investment? How do you view those types of opportunities? You know, a site in, you know, some other city in Texas, like would that be something that you may pursue now? Is that also something that would be viewed as less immediate and probably on the back burner?

Speaker #7: It sounds like it's going to be smaller . And , you know , there's already been some questions on the timeline , but just thinking about , you know , sort of a numbers impact , how much do you expect ?

Speaker #7: I guess it depends on your ownership . But how much would you expect in a sort of back of the envelope , the economics on this joint venture compared to current Bitcoin mining operations at today's prices ?

Speaker #7: Thanks .

Speaker #4: Well , I'm not going to go into the economics today . I think more information about that will become more evident as we actually start speaking more about a specific sites and specific tenants , because obviously who the tenant is in economics will vary because of that .

Speaker #4: But to your question on size and scaling, you could look at a site, for example, like one we have in Texas, which currently operates over 200 MW of capacity.

Fred Thiel: No. You, you have to look at what the market needs are today. If we're talking about power that'll be available after 2030, there's not an aggressive demand for that capacity. The hyperscalers themselves have many efforts around developing sites, building their own energy generation, for that time period, that is, you know, 4+ years out from now. What they desperately need now is power that's available today, where they can quickly get a site permitted, build and deploy, and be turned on in as short a time as possible. We're prioritizing the ability to deploy capital where we can most readily convert it into those types of opportunities. Yes, we are still pursuing sites, both domestically and internationally.

Speaker #4: And that site could be converted directly to a hyperscaler site . So are we looking at doing 40 and 50 megawatt sites ? No , we're looking at doing much bigger things .

Speaker #7: Okay , great . And I guess you said that you'd have , you know , more detail as the as you make progress .

Speaker #7: Is that going to be, do we have to wait for contracts to be signed, or are you planning on disclosing and presenting more information even before then?

Speaker #4: So think of it this way . You have to look at this almost like a a real estate development project . It all depends on who the tenant is , what has to get built , what the economics of the development costs are going to be , what percentage of the JV we're going to have with that specific project ?

Fred Thiel: As we mentioned in our prepared remarks, we have spent a lot of time working with large French energy majors who are global leaders in energy, especially in the US, Latin America, and the Middle East. We're actively engaged to develop sites over time with those partners in regions of the world where we believe it will be very attractive to develop sites that have the ability to be used maybe initially for Bitcoin mining and then converted over time into HPC, AI, or other enterprise workloads.

Speaker #4: Again , we will retain up to 50% of projects . Or ownership in projects . So and then you have to look at it at the end of the day , what the lease rates going to be .

Speaker #4: So every project will be different . So it's a little hard today to say . Well , you know , here's the number

Speaker #7: Great . Thanks so much

Speaker #2: Thank you . Our next question comes from the line of Kevin Deedy with H.C. rain . Right . Please proceed .

Reginald Smith: Perfect. Sounds great. Congrats, guys.

Speaker #8: Hi , Fred . Could you offer a little color or deeper color ? Maybe on timelines on these project enhancements with Starwood , when I mean , when do you think you know , shovels start hitting the ground and when do you think they might actually start running for customers ?

Fred Thiel: Thank you.

Operator: Thank you. Our next question comes from the line of Greg Lewis with BTIG. Please proceed.

Greg Lewis: Hi. Thank you and good afternoon, and thanks for taking my questions. You know, Fred, I did wanna touch a little on, you know, you've been kind of alluding to the fact that this has been ongoing and we've been kind of building towards this for a while. I can appreciate it. You know, that being said, there's definitely probably still some work to do to get the pen to the paper. As we kind of look across your own portfolio, you know, obviously you have the nice presence in Texas, we're in Ohio, Nebraska. I mean, we're... You know, you have a nice presence across the mid part of the United States.

Speaker #4: So you don't turn a spade until you have a tenant ? Typically signed , because that tenant has a specific use for the site .

Speaker #4: So it's not we're not building on spec here , right ? We're not doing with some of our peers have done where we're going to build a powered shell , and we're going to , you know , either fill it with somebody , compute or just build a powered shell and see who comes , you know , Starwood's expertise is that they've worked with the top tier hyperscalers and they understand what they want .

Greg Lewis: Are there any areas that are kind of gaining more interest, you know, as you and Starwood continue to look to kinda onboard that first customer?

Fred Thiel: I think, you know, typically, what tenants are looking for is, as I said earlier, the power's turned on, it's easy and fast to build, and there's access to internet and, if there's need for water at the site. A number of our sites fit that profile, obviously. If you look at other locations across the country, you know, it's a question of really triangulating high speed internet, always on power, and access to water. You know, all of our peers, ourselves, the neo cloud providers, and many others are all chasing opportunities around the country. Obviously, our focus is to initially monetize the sites that we have because the power is already on, if you would. We don't have to do any building to any greater extent to convert those sites.

Speaker #4: And , you know , a tenant looks at a site and looks at what can I do to that site to have what I want ?

Speaker #4: They work with Starwood to design , get it permitted and built as opposed to building and hoping somebody will come . Like some of our peers have done .

Speaker #4: We are very focused on rapid execution with a lot of certainty. And one of the key reasons we chose Starwood is dramatically increasing certainty of execution.

Speaker #4: And by partnering with somebody has all the relationships that are required on the hyperscaler side has EPC capability in-house and has the ability to have very good credit profile to be able to ensure these projects get funded and built .

Speaker #4: And I think you'll look at a key signal will be we have signed a lease with the tenant, and at that point there's a clock that starts ticking to ensure that, you know, permits have been approved and then spades can start digging in the ground.

Fred Thiel: There may be upgrades to substations, things like that have to happen before somebody comes in and starts converting the site and building buildings or doing whatever they're going to do for their specific needs. The goal is.

Speaker #4: But as I said in my prepared remarks , you know , we have had very , you know , fairly advanced conversations with tenants .

Greg Lewis: Okay.

Fred Thiel: The fact of the matter is that the power is the important thing, right?

Greg Lewis: Okay, super helpful. Just realizing, you know, probably not as familiar with Starwood Digital Ventures as I'm probably gonna become. Kind of curious, you know, clearly they have a presence already in Europe with data centers. You know, you mentioned, you know, some of the things you're looking to do.

Speaker #4: Permits have already been applied for at sites . And our expectation is that this will be an accelerated process and that we will see , you know , updates regarding leases , you know , in a time period that I think most people will think is pretty accelerated Well .

Fred Thiel: Mm-hmm.

Greg Lewis: As we think about this relationship going forward, could this be an opportunity for kind of, you know, clearly where Marathon already has owned infrastructure, that's an easy lift for getting MAR involved in some of these projects? You know, as we think about, you know, the next, I don't know, maybe not the next 12 months, but the next three, four, five years, do you see an opportunity for MAR to kind of build with Starwood beyond just what you have as your owned infrastructure?

Speaker #8: Thanks, Fred. Would you mind taking a minute or two to sort through Zion? It's not absolutely clear exactly how Mara intends to lever that.

Speaker #8: I little digging . I understand it operates under Mara France , and I think you have three board seats of the eight , and I'm kind of scratching my head on how you intend to leverage that deal .

Fred Thiel: If you mean by, our existing infrastructure, absolutely.

Greg Lewis: Okay, great. Super helpful. Thank you for taking my questions.

Fred Thiel: Yep. Thank you.

Speaker #4: Okay , so Zion was developed within EDF , which is a French state owned energy company that operates one of the largest fleets of nuclear reactors in the world , as well as huge renewables .

Operator: Thank you. Our next question comes from the line of Chris Brendler with Rosenblatt. Please proceed.

Chris Brendler: Hey, good afternoon, folks. Good to talk to you. I hope everything is well, and congrats on the progress here. I'd like to ask on just sort of follow up to Greg's question on the portfolio of data centers today and locations. I noticed there was a comment in the deck that you have about a gig of critical IT available today that seems to include some of the sites that you're currently in hosting mode. So I was wondering if you think you can potentially either acquire or run AI data center loads at these other sites that you're currently in hosting arrangements, or am I reading that wrong? Thanks.

Speaker #4: I believe they're one of the largest electrical energy producers in the world . Certainly the greenest , with about 70% plus of their energy generation being green between hydroelectric capacity .

Speaker #4: Other renewables and nuclear . France , especially EDF , has huge needs for AI . They have very large needs around private cloud because if you're operating nuclear reactors and you have the plethora of data that's coming off them and you're running AI models to ensure that they're operating not just safely , but you're optimizing how they're running .

Fred Thiel: Yeah, I think. Good question, Chris. I think you have to also not look at those sites, the hosted sites, so much as while we operate a certain amount of load at existing sites, there is additional capacity available, or expansion readily at hand. With some of these sites, the substations, for example, are ready for expansion. Additional load can be made available. The nameplate capacity of the sites in a number of cases is greater than that which we operate today.

Speaker #4: They did not want that as an outsourced service to a third party provider . And so they built that competency in-house . There came a point , though , where they believed it was better to take in external capital to advance the funding of that team and take what that team had built .

Speaker #4: And , you know , scientists , you know , I think today about 90 people , they have built infrastructure , tech stack and systems and services to be able to operate the data centers on behalf of EDF .

Chris Brendler: Makes sense. Follow-up question would be just, you know, there wasn't a lot of numbers in this relationship presentation, and obviously it's a huge pivot and exciting development. Just wondering, like, what kind of size projects are you thinking of in this, you know, sort of... I don't think we're thinking about 2, 3, 400 megawatt sites like some of your competitors have. It sounds like it's gonna be smaller. You know, there's already been some questions on the timeline, but just thinking about, you know, sort of a numbers impact, how much do you expect it, I guess it depends on your ownership, but how much would you expect in the sort of back of the envelope, the economics on this joint venture compared to current Bitcoin mining operations at today's prices? Thanks.

Speaker #4: They also operate a quantum computer in their Montreal facility , for example . And they are a team that has built systems specifically for private sovereign , cloud type operations of data centers , where you're running inference loads , where data security is the absolute top priority , and they today operate four data centers , including tier four data center capacity with a mix of AI loads , traditional CPU load storage .

Fred Thiel: Well, I'm not gonna go into the economics today. I think more information about that will become more evident as we actually start speaking more about the specific sites and specific tenants, because obviously who the tenant is and the economics will vary because of that. To your question on size and scaling, you could look at a site, for example, like one we have in Texas, which currently operates over 200 megawatts of capacity, and that's like to be converted directly to a hyperscaler site. Are we looking at doing 40 or 50 megawatt sites? No. We're looking at doing much bigger things.

Speaker #4: They also have built infrastructure around blockchain and for example , they provide for a major French bank , the underlying infrastructure that manages stablecoin issuance for another French entity .

Speaker #4: Also , real world token tokenization of financial assets . So they have very advanced technologies . This is a group that is primarily engineers and technicians operators .

Speaker #4: If you would . And our investment in Zion will own 64 . Well , we now own 64% of Ixion is really focused on being able to leverage the infrastructure as a service technology .

Chris Brendler: Okay. Great. I guess you said that you'd have, you know, more detail as you make progress. Do we have to wait for contracts to be signed, or are you planning on disclosing and presenting more information even before then?

Speaker #4: The platforms , the service technologies that they've developed and deploy that in data centers around the world . One thing you have to realize is geopolitically , we live today in a multipolar world Gone are the days where US companies could dominate the data center operations around the world .

Fred Thiel: Think of it this way, you have to look at this almost like a real estate development project. It all depends on who the tenant is, what has to get built, what the economics of the development costs are going to be, what percentage of the JV we're gonna have with that specific project. Again, we will retain up to 50% of projects or ownership in projects. You have to look at the end of the day, what the lease rate is going to be. Every project will be different. It's a little hard today to say, well, you know, here's the number.

Speaker #4: Countries do not necessarily want us hyperscalers subject to the cloud act to operate in their countries where they're sensitive . Data may be subject to US government control .

Speaker #4: And this is especially true in Europe . What does that mean ? It means that Europe is erecting walls where potentially it will be harder for us hyperscalers to provide the types of services that they provide to enterprises in the US , to key strategic enterprises within Europe .

Chris Brendler: Great. Thanks so much.

Operator: Thank you. Our next question comes from the line of Kevin Dede with H.C. Wainwright & Co.. Please proceed.

Kevin Dede: Hi, Fred. Could you offer a little color or deeper color maybe on timelines on these project enhancements with Starwood? I mean, when do you think, you know, shovels start hitting the ground, and when do you think they might actually start running for customers?

Speaker #4: Our investment in Zion is specifically targeted at two things one , getting the technology platforms so that we can deploy highly sophisticated private cloud with full security and data integrity globally in data centers for enterprise customers , as well as within France and across Europe .

Speaker #4: We provide private cloud infrastructure and services to leading enterprises where they would prefer not to make that data available to hyperscalers who are subject to the US Cloud Act. In a way, it's almost a market where there's an advantage to being outside of the US, and we are very bullish on the opportunities that is going to provide us.

Fred Thiel: You don't turn a spade until you have a tenant typically signed because that tenant has a specific use for the site. We're not building on spec here, right? We're not doing what some of our peers have done, where we're gonna build a powered shell, and we're gonna, you know, either fill it with somebody's compute or just build a powered shell and see who comes. You know, Starwood's expertise is that they've worked with the top-tier hyperscalers, and they understand what they want. You know, a tenant looks at a site and looks at what can I do to that site to have what I want. They work with Starwood to design, get it permitted, and built, as opposed to building and hoping somebody will come, like some of our peers have done.

Speaker #4: They know how to service energy majors very well, and we believe that our relationships with the other French energy majors will be an advantage there, as well as in other countries around the world.

Speaker #4: And one use for our smaller data centers is specifically as private cloud operations . The vast majority of corporate data today resides not in the public cloud , but in private cloud or behind the firewall of the corporations financial services companies , healthcare companies , drug search companies , defense industries and other strategic industries .

Fred Thiel: We are very focused on rapid execution with a lot of certainty. One of the key reasons we chose Starwood is dramatically increasing certainty of execution. By partnering with somebody, has all the relationships that are required on the hyperscaler side, has EPC capability in-house, and has the ability to have very good credit profile to be able to ensure these projects get funded and built. I think you'll look at, a key signal will be, we have signed a lease with a tenant. At that point, there's a clock that starts ticking to ensure that, you know, permits have been approved, and then spades can start digging in the ground. As I said in my prepared remarks, you know, we have had very, you know, fairly advanced conversations with tenants. Permits have already been applied for at sites.

Speaker #4: Do not put their data in the public cloud . People will put email . They'll put other general purpose data , but they will not put their core operating data into the public cloud .

Speaker #4: And if you want to run AI , it means you have to run it in the private cloud . We have spent a lot of time leveraging one of our key board members , Janet George , who today runs a large part of the AI efforts at Mastercard and previously did so at Intel and at Oracle .

Speaker #4: And we've spent a lot of time to really understand the needs of enterprise customers, not just in the US, but internationally, and understand where their key pain points are.

Speaker #4: When you look at the hyperscalers today in Jensen , long said this in his earnings call yesterday . The majority of the inference that's being done by the hyperscalers is in improving their own search products , their own product selection and recommendation engines , and the tools that and services they are already used for selling to customers .

Fred Thiel: Our expectation is that this will be an accelerated process and that we will see, you know, updates regarding leases, you know, in a time period that I think most people will think is pretty accelerated.

Speaker #4: And improving their advertising base . As Google , for example . What you're starting to see now is corporations wanting to start deploying vertical AI solutions .

Kevin Dede: Well, thanks, Fred. Would you mind taking a minute or two to sort through Exaion? It's not absolutely clear exactly how MARA intends to lever that. With little digging, I understand it operates under MARA France, and I think you have three board seats of the eight. I'm kind of scratching my head on how you intend to leverage that deal.

Speaker #4: For example , production optimization , fraud detection , things like that . All of which they're going to run behind their firewalls or in full private cloud .

Speaker #4: And companies that want to run , that are going to need infrastructure . And the infrastructure they're going to need has to have the ability to be fully secure , be fully private , cloud , and ensure that the owner of the data has full control over the data regardless of who operates the data center .

Fred Thiel: Okay, Exaion was developed within EDF, which is a French state-owned energy company that operates one of the largest fleets of nuclear reactors in the world, as well as huge renewables. I believe they're one of the largest electrical energy producers in the world. Certainly the greenest, with about 70%+ of their energy generation being green between hydroelectric capacity, other renewables, and nuclear. France, especially EDF, has huge needs for AI.

Speaker #4: And these are the core technologies that are bringing us. And we're super excited about this because it really allows us to totally differentiate ourselves from people who are just offering basic services to neo clouds, or even neo clouds themselves, because it's a much more sophisticated infrastructure that we believe will generate much more value per megawatt, which again is our core metric and is much stickier.

Speaker #8: For that , you'll be allowed to take that technology to geographies outside of Europe .

Fred Thiel: They have very large needs around private cloud, because if you're operating nuclear reactors and you have the plethora of data that's coming off them, and you're running AI models to ensure that they're operating not just safely, but you're optimizing how they're running, they did not want that as an outsourced service to a third-party provider, they built that competency in-house. There came a point though, where they believed it was better to take in external capital to advance the funding of that team and take what that team had built. You know, Exaion is, you know, I think today about 90 people. They have built infrastructure, tech stack, and systems and services to be able to operate the data centers on behalf of EDF. They also operate a quantum computer in their Montreal facility, for example.

Speaker #4: Yes . So we own we have majority control of axion You know , you ask the question about the board seats . There are eight members of the board , three from EDF .

Speaker #4: One seat is the CEO of axion . We have three seats . And then a French technology entrepreneur , Xavier Niel has one seat and you know , we're very excited to have him on board because of his background .

Speaker #4: You guys can do your own research on who he is. He invested personally in France, which is our holding company through which Axion is owned.

Speaker #8: Perfect , Fred , thank you so much for all the color .

Speaker #4: Yep

Speaker #2: Thank you . There are no further questions at this time . I'd like to pass the call back over to Robert for any closing remarks .

Speaker #9: Thanks . Operator . And thank you , everyone for joining us today . If you do have any questions that were not answered during today's call , please feel free to contact our Investor Relations team at IR .

Fred Thiel: They are a team that has built systems specifically for private sovereign cloud type operations of data centers, where you're running inference loads, where data security is the absolute top priority. They today operate 4 data centers, including Tier 4 data center capacity, with a mix of AI loads, traditional CPU loads, and storage. They also have built infrastructure around blockchain and, for example, they provide for a major French bank, the underlying infrastructure that manages stable coin issuance, for another French entity, also real-world token, tokenization of financial assets. They have very advanced technologies. This is a group that is primarily engineers and technicians, operators, if you would.

Speaker #9: Com . Thanks very much and enjoy the rest of the day .

Fred Thiel: Our investment in Exaion, well, we now own 64% of Exaion, is really focused on being able to leverage the Infrastructure as a Service technology, the platforms as service technologies that they've developed, and deploy that in data centers around the world. One thing you have to realize is, geopolitically, we live today in a multipolar world. Gone are the days where US companies could dominate the data center operations around the world. Countries do not necessarily want US hyperscalers subject to the CLOUD Act to operate in their countries where their sensitive data may be subject to US government control. This is especially true in Europe. What does that mean?

Fred Thiel: It means that Europe is erecting walls where potentially it will be harder for US hyperscalers to provide the types of services that they provide to enterprises in the US to key strategic enterprises within Europe. Our investment in Exaion is specifically targeted at 2 things. One, getting the technology platforms so that we can deploy highly sophisticated private cloud with full security and data integrity globally in data centers for enterprise customers. As well as within France and across Europe, provide private cloud infrastructure and services to leading enterprises where they would prefer not to make that data available to hyperscalers who are subject to the US CLOUD Act. In a way, it's almost a market where there's an advantage to being outside of the US. We are very bullish on the opportunities that Exaion is going to provide us.

Fred Thiel: They know how to service energy majors very well, we believe that our relationships with the other French energy majors will be an advantage there, as well as in other countries around the world. One use for our smaller data centers is specifically as private cloud operations. The vast majority of corporate data today resides not in the public cloud, but in private cloud or behind the firewall of the corporations. Financial services companies, healthcare companies, drug research companies, defense industries, and other strategic industries do not put their data in the public cloud. People will put email, they'll put other general-purpose data, but they will not put their core operating data into the public cloud. If you want to run AI, it means you have to run it in the private cloud.

Fred Thiel: We have spent a lot of time leveraging one of our key board members, Janet George, who today runs a large part of the AI efforts at Mastercard, and previously did so at Intel and at Oracle. We've spent a lot of time to really understand the needs of enterprise customers, not just in the US, but internationally, and understand where their key pain points are. When you look at the hyperscalers today, and Jensen Huang said this in his earnings call yesterday, the majority of the inference that's being done by the hyperscalers is in improving their own search products, their own product, selection, and recommendation engines. The tools that and services they are already use for selling to customers and improving their advertising base is Google, for example.

Fred Thiel: What you're starting to see now is corporations wanting to start deploying vertical AI solutions. For example, production optimization, fraud detection, things like that, all of which they're gonna run behind their firewalls or in full private cloud. Companies that wanna run that are gonna need infrastructure. The infrastructure they're gonna need has to have the ability to be fully secure, be fully private cloud, and ensure that the owner of the data has full control over the data regardless of who operates the data center. These are the core technologies that Exaion brings us, and we're super excited about this because it really allows us to totally differentiate ourselves from people who are just offering basic services to NeoClouds or even NeoClouds themselves.

Fred Thiel: It's a much more sophisticated infrastructure that we believe will generate much more value per megawatt, which again, is our core metric, and is much stickier.

[Analyst] (Company Unknown): Confident that you'll be allowed to take that technology to geographies outside of Europe.

Kevin Dede: Confident that you'll be allowed to take that technology to geographies outside of Europe.

Fred Thiel: Yes. We have majority control of Exaion. you know, you asked the question about the board seats. There are eight members of the board, three from EDF. one seat is the CEO of Exaion. We have three seats, and then a French technology entrepreneur, Xavier Niel, has one seat. you know, we're very excited to have him on board because of his background. You guys can do your own research on who he is. He invested personally in MARA France, which is our holding company, through which Exaion is owned.

[Analyst] (Company Unknown): Perfect, Fred. Thank you so much for all the color.

Kevin Dede: Perfect, Fred. Thank you so much for all the color.

Fred Thiel: Yep.

Operator: Thank you. There are no further questions at this time. I'd like to pass the call back over to Robert for any closing remarks.

Robert Samuels: Thanks, operator, and thank you everyone for joining us today. If you do have any questions that were not answered during today's call, please feel free to contact our investor relations team at ir.mara.com. Thanks very much, and enjoy the rest of the day.

Operator: This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

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