MARA Holdings' Volt Texas Amends Purchase Agreement For Texas Data Center Project, Posts $100M Power Security Deposit Under $600M Deal Terms

As previously disclosed, on July 2, 2026, Volt Texas LLC ("Buyer"), a Delaware limited liability company and a subsidiary of MARA Holdings, Inc., a Nevada corporation ("MARA" or the "Company"), entered into a Membership Interest Purchase Agreement (the "Original Purchase Agreement") with HIF USA LLC, a Delaware limited liability company ("Seller"), and solely for the purposes of Section 14.14, MARA USA Corporation, a Delaware corporation and a subsidiary of MARA ("Guarantor"), pursuant to which Buyer acquired all of the issued and outstanding limited liability company membership interests (other than a retained equity interest to be held by Seller as described below) of MAT 1177 LLC, a Delaware limited liability company (the "Project Company"), resulting in the Project Company becoming an indirect subsidiary of MARA (the "Transaction"). The Transaction closed simultaneously with the execution of the Original Purchase Agreement.

The Project Company holds (i) rights under certain purchase and sale contracts to acquire land located in Texas (the "Site Under Contract"), (ii) title to an additional parcel of adjacent land (the "Owned Site" and, together with the Site Under Contract, the "Site"), and (iii) rights under a letter agreement with an electric utility company (the "Electric Utility Company") relating to the provision of 2,000 megawatts of power capacity to the Site. Under the Original Purchase Agreement, the aggregate purchase price for the membership interests being acquired was structured as a series of post-closing milestone payments (collectively, the "Milestone Payments") tied to specified project events (each, a "Milestone" and, collectively, "Milestones").

On September 21, 2026, Buyer, Seller and Guarantor entered into the First Amendment to the Purchase Agreement (the "Amendment" and the Original Purchase Agreement as amended by the Amendment, the "Purchase Agreement"). Pursuant to the Amendment, Buyer posted a security deposit of $100.0 million (the "Security Deposit") with the Electric Utility Company in respect of the power capacity contemplated for the Site, which Buyer may elect to withdraw in its sole discretion, subject to the sale process described below. The Amendment, among other things, also revises the Milestones and corresponding Milestone Payments, principally by (i) restructuring the payments tied to the receipt of certain regulatory approvals to be payable in two installments upon (x) the successful conclusion of an audit of the data center project being developed on the Site (the "Project") by Texas regulatory authorities (the "Audit") and (y) Buyer’s election, in its sole discretion, to proceed with the Project following completion of the applicable interconnection study, and (ii) increasing the maximum payments tied to the Site being authorized to receive power. The Milestone consisting of Seller’s retention of a minority interest in the Site upon execution of a data center lease with a third-party tenant is unchanged. Assuming all Milestones are achieved, the aggregate purchase price pursuant to the Purchase Agreement would remain $600 million.

The Amendment eliminates certain provisions of the Original Purchase Agreement that provided that the membership interests in the Project Company were subject to return or reconveyance to Seller in the event certain Milestones were not met within a specified time period. In their place, the Amendment provides that the parties will market the Project for sale to a third party, subject to a right of first offer in favor of Seller, in event of the occurrence of certain trigger events relating to the Audit and Buyer’s election to not proceed with the Project. The net proceeds of any such sale to be distributed between the parties in accordance with an agreed waterfall.

Other than as expressly modified pursuant to the Amendment, the Original Purchase Agreement remains in full force and effect as originally executed on July 2, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2026.