MARA Holdings, Inc. — fact timeline

MARA Holdings, Inc. shareholders approved Approval of Amendment to the 2018 Plan at the 2026-06-18 meeting.

“The stockholders approved the Amendment. Shares Voted For Against Abstentions Broker Non-Votes 83,714,947 26,423,491 436,993 102,823,665”

MARA Holdings, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Named Executive Officers at the 2026-06-18 meeting.

“The stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers. Shares Voted For Against Abstentions Broker Non-Votes 64,973,538 44,975,240 626,653 102,823,665”

MARA Holdings, Inc. shareholders approved Ratification of Appointment of Accounting Firm at the 2026-06-18 meeting.

“The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. Shares Voted For Against Abstentions 208,334,659 4,190,775 873,662”

MARA Holdings, Inc. shareholders approved Election of Class III Directors at the 2026-06-18 meeting.

“The stockholders elected the following nominees as Class III directors to serve until the Company’s annual meeting of stockholders to be held in 2029, or until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Shares Voted Name For Withheld Broker Non-Votes Vicki Mealer-Burke 65,489,872 45,085,559 102,823,665 Douglas Mellinger 100,494,708 10,080,723 102,823,665”

MARA Holdings, Inc. reported preliminary financial results for fiscal quarter ended March 31, 2026.

“On May 11, 2026, MARA Holdings, Inc. (the “Company”) issued a shareholder letter announcing its financial results for the fiscal quarter ended March 31, 2026.”

MARA Holdings, Inc. entered into a asset purchase with FTAI Infrastructure Inc. valued at approximately $1.5 billion (effective 2026-04-30).

“MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”), a leading energy and compute infrastructure company, today announced that it has entered into a definitive agreement to acquire Long Ridge Energy & Power LLC (“Long Ridge Energy”) from FTAI Infrastructure Inc. (NASDAQ: FIP) (“FTAI Infrastructure”) for a total transaction value of approximately $1.5 billion (including the assumption of certain debt).”

MARA Holdings, Inc. entered into Strategic Agreement with Starwood Capital Group Global III, L.P. (effective 2026-02-26).

“On February 26, 2026, MARA USA Corporation (the “Company”), a wholly owned subsidiary of MARA Holdings, Inc. (“MARA”), entered into a Strategic Agreement (the “Strategic Agreement”) with Starwood Capital Group Global III, L.P. (“Starwood”) pursuant to which the Company and Starwood have agreed to, amongst other things, develop, lease and market a specified list of the Company’s existing bitcoin mining data centers”

MARA Holdings, Inc. incurred convertible notes of $950 million with U.S. Bank Trust Company, National Association at 0.00% maturing August 1, 2032.

“institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $950 million. The Company also granted the Initial Purchasers an option to purchase up to an additional $200 million aggregate principal amount of the notes within a 13-day period beginning”

MARA Holdings, Inc. engaged PricewaterhouseCoopers LLP as its auditor.

“on March 6, 2025, the Committee appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.”

MARA Holdings, Inc. dismissed Marcum LLP as its auditor.

“On March 6, 2025, the Company informed Marcum LLP (“Marcum”) of its dismissal as the Company’s independent registered public accounting firm for the 2025 fiscal year, effective immediately.”

MARA Holdings, Inc.: Filed Certificate of Withdrawal to eliminate Series X Preferred Stock designation (effective 2025-02-21).

“On February 21, 2025, the Company filed a Certificate of Withdrawal with the Secretary of State of Nevada, which became effective upon filing.”

MARA Holdings, Inc.: Increased authorized common stock from 500,000,000 to 800,000,000 shares (effective 2025-02-19).

“On February 19, 2025, MARA Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its Restated Articles of Incorporation (the “Articles of Incorporation”) with the Secretary of State of Nevada to increase the number of shares of the Company’s common stock authorized for issuance under the Articles of Incorporation from 500,000,000 to 800,000,000.”

Barbara Humpton was appointed as Director at MARA Holdings, Inc..

“the Board appointed each of Janet George and Barbara Humpton to serve as a director on the Board, filling the vacancies created by the aforementioned resignations, effective immediately.”

Janet George was appointed as Director at MARA Holdings, Inc..

“the Board appointed each of Janet George and Barbara Humpton to serve as a director on the Board, filling the vacancies created by the aforementioned resignations, effective immediately.”

Said Ouissal resigned as Director at MARA Holdings, Inc..

“each of Kevin DeNuccio and Said Ouissal notified the board of directors (the “Board”) of MARA Holdings, Inc. (the “Company”) of his decision to resign from the Board, effective as of September 1, 2024”

Kevin DeNuccio resigned as Director at MARA Holdings, Inc..

“each of Kevin DeNuccio and Said Ouissal notified the board of directors (the “Board”) of MARA Holdings, Inc. (the “Company”) of his decision to resign from the Board, effective as of September 1, 2024”

MARA Holdings, Inc. reported first quarter ended March 31, 2024 results: revenue $165.2 million, net income $337.2 million, EPS $1.26 per diluted share.

“such filing. --- EX-99.1 () --- EX-99.1 2 ex99-1.htm Exhibit 99.1 Marathon Digital Holdings Reports First Quarter 2024 Results – Revenues Increase 223% to a Record $165.2 Million – Net Income Increases 184% to a Record $337.2 Million, or $1.26 per Diluted Share – Adjusted EBITDA Increases 266% to a Record $528.8 Million Fort Lauderdale, FL – May 9, 2024 –”

Vicki Mealer-Burke was appointed as Director at MARA Holdings, Inc..

“On April 1, 2024, the Board of Directors (the “Board”) of Marathon Digital Holdings, Inc. (the “Company”), acting pursuant to the authority granted under the Company’s amended and restated bylaws, appointed Vicki Mealer-Burke to serve as a Class III director.”

MARA Holdings, Inc. entered into definitive purchase agreement with Applied Digital Corporation valued at $87.3 million (effective 2024-03-15).

“has entered into a definitive purchase agreement to acquire Applied Digital Corporation’s ("Applied Digital") Bitcoin mining data center in Garden City, Texas, with a name plate capacity of 200 megawatts, for a purchase price of $87.3 million”

MARA Holdings, Inc. reported the fourth quarter and fiscal year ended December 31, 2023 results: revenue $387.5 million, net income $261.2 million, or $1.06 per diluted share, EPS $1.06 per diluted share.

“revenues increased 229% to a record $387.5 million in 2023 from $117.8 million in 2022 - Net income improved to a record $261.2 million, or $1.06 per diluted share”

MARA Holdings, Inc. entered into definitive purchase agreement with subsidiaries of Generate Capital, PBC valued at $178.6 million (effective 2023-12-19).

“Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”) , a leader in supporting and securing the Bitcoin ecosystem, has entered into a definitive purchase agreement to acquire two currently operational Bitcoin mining sites , totaling 390 megawatts of capacity, from subsidiaries of Generate Capital, PBC (“Generate”) for a total of $178.6 million”

MARA Holdings, Inc. shareholders rejected APPROVE REINCORPORATION at the 2023-11-10 meeting.

“PROPOSAL YES NO ABSTAIN 1) APPROVE INCREASE SHS 2018 EIP 67.288% 32.008% 0.705% 23,583,487 11,218,249 246,958 Broker Non-Vote: 57,975,186 2) APPROVE NAME CHANGE 88.207% 9.415% 2.378% 80,881,423 8,632,931 2,180,830 Broker Non-Vote: 1,328,696 3) APPROVE REINCORPORATION 90.730% 7.352% 1.918% 32,968,519 2,671,455 697,116 Broker Non-Vote: 56,686,790”

MARA Holdings, Inc. shareholders rejected APPROVE NAME CHANGE at the 2023-11-10 meeting.

“PROPOSAL YES NO ABSTAIN 1) APPROVE INCREASE SHS 2018 EIP 67.288% 32.008% 0.705% 23,583,487 11,218,249 246,958 Broker Non-Vote: 57,975,186 2) APPROVE NAME CHANGE 88.207% 9.415% 2.378% 80,881,423 8,632,931 2,180,830 Broker Non-Vote: 1,328,696 3) APPROVE REINCORPORATION 90.730% 7.352% 1.918% 32,968,519 2,671,455 697,116 Broker Non-Vote: 56,686,790”

MARA Holdings, Inc. shareholders approved APPROVE INCREASE SHS 2018 EIP at the 2023-11-10 meeting.

“PROPOSAL YES NO ABSTAIN 1) APPROVE INCREASE SHS 2018 EIP 67.288% 32.008% 0.705% 23,583,487 11,218,249 246,958 Broker Non-Vote: 57,975,186 2) APPROVE NAME CHANGE 88.207% 9.415% 2.378% 80,881,423 8,632,931 2,180,830 Broker Non-Vote: 1,328,696 3) APPROVE REINCORPORATION 90.730% 7.352% 1.918% 32,968,519 2,671,455 697,116 Broker Non-Vote: 56,686,790”

MARA Holdings, Inc. reported third quarter ended September 30, 2023 results: revenue $97.8 million, net income $64.1 million, EPS $0.35 per diluted share.

“The Company recorded net income of $64.1 million, or $0.35 per diluted share, during the three months ended September 30, 2023, compared to a net loss of $72.5 million, or $0.62 loss per share, in the same period last year. Revenues were $97.8 million for the quarter, significantly above third quarter 2022 revenues of $12.7 million”

MARA Holdings, Inc. entered into exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 valued at approximately $417 million aggregate principal amount (effective 2023-09-07).

“On September 7, 2023, Marathon Digital Holdings, Inc. (the “Company”) has entered into privately negotiated exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 (the “Notes”) to exchange approximately $417 million aggregate principal amount of the Notes held by such holders (the “Exchanges”) for an aggregate of approximately 26.2 million newly issued shares of Marathon common stock”

MARA Holdings, Inc. reported that prior financial statements should not be relied upon.

“On August 3, 2023, the Company’s Audit Committee of the Board of Directors , after consultation with Marcum LLP, the Company’s independent auditor, concluded that due to certain accounting errors, as described below, the previously issued unaudited condensed consolidated statements of cash flows contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, (the “Impacted Financial Statements”) should no longer be relied upon.”

MARA Holdings, Inc.: Increased authorized shares of common stock from 200 million to 500 million.

“Marathon Digital Holdings, Inc. filed an amendment to its Articles of Incorporation in Nevada increasing its authorized shares of Common Stock from 200 million to 500 million.”

MARA Holdings, Inc.: Increased authorized common shares from 200 million to 500 million (effective 2023-07-31).

“Marathon Digital Holdings, Inc. (the “Company”) is filing an amendment to its Articles of Incorporation increasing its authorized shares of common stock from 200 million to 500 million.”

MARA Holdings, Inc. shareholders approved Advisory vote on executive compensation at the 2023-07-27 meeting.

“On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543”

MARA Holdings, Inc. shareholders approved Increase authorized common stock from 200 million to 500 million at the 2023-07-27 meeting.

“On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543”

MARA Holdings, Inc. shareholders approved Ratification of auditor at the 2023-07-27 meeting.

“On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543”

MARA Holdings, Inc. shareholders approved Election of directors at the 2023-07-27 meeting.

“On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543”

Salman Khan was appointed as Chief Financial Officer at MARA Holdings, Inc..

“Marathon Digital Holdings, Inc. (the “Company”) appointed Salman Khan as its new Chief Financial Officer, effective as of June 14, 2023.”

MARA Holdings, Inc.: Filed a certificate of designation for Series A redeemable convertible preferred stock, establishing the terms of the Series A preferred stock (effective 2023-06-06).

“On June 6, 2023, the Company filed a certificate of designation for the Series A preferred stock referenced in Item 1.01 with the Secretary of State of the State of Nevada.”

MARA Holdings, Inc. entered into securities purchase agreement with H.C. Wainwright & Co., LLC valued at approximately $14.25 million (effective 2023-06-05).

“On June 5, 2023, Marathon Digital Holdings, Inc. (the “Company”) entered into a securities purchase agreement for the purchase of 15,000 shares of Series A redeemable convertible preferred stock in a private placement.”

Hugh Gallagher departed as Chief Financial Officer at MARA Holdings, Inc..

“On March 27, 2023, Hugh Gallagher, the Chief Financial Officer of Marathon Digital Holdings, Inc. (the “Company”), provided notice to the Company of his intention to retire as the Company’s Chief Financial Officer on or about May 12, 2023 for personal reasons.”

MARA Holdings, Inc. reported that prior financial statements should not be relied upon.

“On February 27, 2023, the Company’s Audit Committee of the Board of Directors , after consultation with Marcum LLP, the Company’s independent auditor, concluded that due to certain accounting errors, as described below, the previously issued audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the previously issued unaudited condensed consolidated financial statements for the interim periods in 2022 and 2021 as contained in the Company’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2021 and 2022, June 30, 2021 and 2022 and September 30, 2021 and 2022 (the “Impacted Financial Statements”) should no longer be relied upon.”

MARA Holdings, Inc. entered into Shareholders’ Agreement with FS Innovation, LLC valued at approximately $406 million (effective 2023-01-27).

“On January 27, 2023, Marathon Digital Holdings, Inc. (the “Company”) and FS Innovation, LLC (“FSI”) entered into a Shareholders’ Agreement (the “Agreement”) regarding formation of an Abu Dhabi Global Markets company (the “ADGM Entity”), whose purpose shall be to jointly (a) establish and operate one or more mining facilities for digital assets; and (b) mine digital assets (collectively, the “Business”).”

Sim Salzman resigned as Chief Accounting Officer at MARA Holdings, Inc..

“Also on November 21, 2022, Sim Salzman resigned as the Company’s Chief Accounting Officer.”

John Lee was appointed as Chief Accounting Officer at MARA Holdings, Inc..

“Effective November 21, 2022, John Lee was appointed Chief Accounting Officer of the Company.”

MARA Holdings, Inc. shareholders rejected Increase authorized shares to 300 million at the 2022-11-04 meeting.

“4) INCRERASE AUTHORIZED TO 300 MILLION 79.860% 19.060 % 1.080 % 47,329,622 11,296,379 639,937 Broker Non-Vote: 6”

MARA Holdings, Inc. shareholders approved Ratify Marcum LLP at the 2022-11-04 meeting.

“3) RATIFY MARCUM LLP 94.189% 4.200 % 4.173 % 55,821,767 2,488,950 955,219 Broker Non-Vote: 8”

MARA Holdings, Inc. shareholders approved Election of Class II Directors at the 2022-11-04 meeting.

“1) ELECTION OF CL II DIR GEORGES ANTOUN 73.263% 0.000 % 26.737 % 19,527,618 0 7,126,623 Broker Non-Vote: 32,611,703”

Sim Salzman was appointed as Chief Accounting Officer at MARA Holdings, Inc..

“Effective March 31, 2022, Hugh Gallagher was appointed Chief Financial Officer of the Company, with Sim Salzman being appointed as the Company’s Chief Accounting Officer.”

Hugh Gallagher was appointed as Chief Financial Officer at MARA Holdings, Inc..

“Effective March 31, 2022, Hugh Gallagher was appointed Chief Financial Officer of the Company, with Sim Salzman being appointed as the Company’s Chief Accounting Officer.”

Douglas Mellinger was appointed as Director at MARA Holdings, Inc..

“Effective March 31, 2022, Douglas Mellinger was appointed as a director to the Board of Directors of Marathon Digital Holdings, Inc. (the “Company”) to fill the vacancy created by Merrick Okamoto’s departure at the end of 2021.”

Fred Thiel was appointed as Chairman of the Board at MARA Holdings, Inc..

“Item 5.02 Departure of Officer or Director; Appointment of Officer or Director”

Merrick Okamoto retired as Executive Chairman at MARA Holdings, Inc..

“Item 5.02 Departure of Officer or Director; Appointment of Officer or Director”