Business Context and Reporting Period
Company: MARA Holdings, Inc. (MARA)
Filing Type: Form 8-K (Current Report)
Date of Report: February 26, 2026
Event: Entry into a Material Definitive Agreement (Item 1.01) and Regulation FD Disclosure (Item 7.01).
On February 26, 2026, MARA USA Corporation, a wholly owned subsidiary of MARA, entered into a Strategic Agreement with Starwood Capital Group Global III, L.P. ("Starwood"). The agreement focuses on the development, leasing, and marketing of MARA's existing bitcoin mining data centers in the United States, excluding properties held in existing third-party joint ventures.
Key Financial Metrics
This filing is a current report regarding a material agreement and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for these financial indicators.
Material Changes and Agreement Terms
- Scope: Covers all U.S. properties not in existing third-party joint ventures.
- Pre-Development Services: Starwood will perform due diligence, secure permits, arrange power, and procure a hyperscaler tenant. Costs are borne by MARA subject to caps; Starwood may continue at its own expense if caps are reached.
- Decision Triggers: Both parties may decide to proceed with development upon achieving triggers (e.g., executable lease with a hyperscaler) or 24 months after closing (extendable by 12 months if in active negotiations).
- Joint Venture Structure: If both parties proceed, properties are contributed to a new Joint Venture. MARA will hold a 10% to 50% interest. Starwood will be the managing member.
- Exit Scenarios:
- If Starwood proceeds but MARA does not (after a qualifying lease is procured), MARA must sell its rights to the powered land to Starwood.
- MARA retains bitcoin mining rights via a rent-free lease or receives compensation to relocate, regardless of the outcome.
- Both parties have rights to force a sale of the property after a specified lock-out period, subject to rights of first offer.
Guidance, Outlook, and Risks
Management Commentary: The agreement represents a strategic shift to expand into high-performance computing and digital infrastructure. The facilities are designed to be scalable and capable of shifting between hyperscale/AI workloads and Bitcoin mining.
Risks and Contingencies:
- Forward-Looking Statements: The filing contains forward-looking statements regarding capacity, scalability, and the ability to execute the joint strategy. Actual results may differ materially due to market conditions and other risks.
- Execution Risk: Success depends on Starwood's ability to secure power arrangements and hyperscaler tenants.
- Capital Calls: Starwood has the right to make capital calls to fund development and operational costs.
Investor Verification Checklist
- Review the full text of the Strategic Agreement (Exhibit 10.1) for specific cost caps and termination clauses.
- Verify the definition of "hyperscaler tenant" and the specific criteria required to trigger development decisions.
- Assess the impact of potential capital calls on MARA's future liquidity and balance sheet.
- Monitor the 24-month decision timeline and any extensions related to active negotiations.
- Confirm the status of existing third-party joint ventures excluded from this agreement.