MARA Holdings, Inc.

ITEM 1.01 Entry into a Material Definitive Agreement On April 29, 2026, MARA USA Corporation, a Delaware corporation (“Buyer”) and a subsidiary of MARA Holdings, Inc., a Nevada corporation (the “Company”), and (solely for the purposes of Articles V, IX, and X thereof) the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners Finance LLC, a Delaware limited liability company (“ORPF” and, together with ORPH, the “Sellers,” and each, a “Seller”), and (solely for the purposes of Articles V, IX and X, and Sections 2.5, 6.10, 6.16 and 6.20) FTAI Infrastructure Inc., a Delaware corporation (“FIP”), pursuant to which Buyer will acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC, a Delaware limited liability company (“Long Ridge”), from the Sellers for a base purchase price of approximately $1.5 billion, subject to customary purchase price adjustments, after which Long Ridge will become an indirect wholly owned subsidiary of the Company (the “Transaction”). Long Ridge’s assets include a 485 MW nameplate capacity (expected to increase to 505 MW nameplate capacity in H2 2026) combined-cycle gas turbine power plant located in Hannibal, Ohio, and over 1,600 contiguous acres of industrially permitted land with access to water and fiber infrastructure. The Company currently operates a data center co-located at the Long Ridge site through its Hannibal, Ohio campus. The Purchase Agreement contains customary representations and warranties made by the parties, customary covenants and agreements and customary post-closing obligations of Sellers and Buyer, certain of which have been guaranteed by the Company. Pursuant to the Purchase Agreement, the Sellers have agreed (i) to cooperate with Buyer and the Company in procuring debt financing to be used, along with other proceeds, to finance the Transaction; (ii) to obtain any consents or amendments necessary to permit the consummation of the Transaction under the change of control provisions of certain contracts with material counterparties; and (iii) to cooperate with Buyer and the Company in conducting one or more offers to purchase, including, if necessary, a change of control offer, and/or consent solicitations to waive the change of control offer requirement under the indenture governing the Long Ridge Energy LLC’s 8.750% Senior Secured Notes due 2032 (the “Notes”). The parties have also agreed to (1) use their reasonable best efforts to, as promptly as practicable following the execution of the Purchase Agreement, negotiate and finalize in good faith certain specified agreements with respect to the sale and operation of a portion of the railroad-related assets held by East Ohio Valley Railway, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of FIP (the “Railroad Agreements”) and (2) cause the closing of the transactions contemplated by the Railroad Agreements to occur on or substantially concurrent with the closing of the Transaction. The closing of the Transaction is subject to customary closing conditions, including the accuracy of each party’s representations and warranties, and each party’s compliance with or waiver of its covenants and agreements contained in the Purchase Agreement (in each case, subject to certain materiality and other exceptions). Buyer’s obligations at the closing of the Transaction are subject to, among other customary conditions, the receipt of amendments or waivers under certain of the Sellers’ or their subsidiaries’ existing agreements. Buyer or Seller may terminate the Purchase Agreement at any time after November 30, 2026 (or June 30, 2027 if certain regulatory conditions are not satisfied) if the Transaction has not been consummated for any reason other than such party’s failure to comply with any covenant of such party in the Purchase Agreement. Under certain circumstances, Buyer will be required to pay Sellers a termination fee of $75.0 million. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. The representations, warranties and covenants contained in the Purchase Agreement described above were made only for purposes of such agreement and as of the specified dates set forth therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by those parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between those parties instead of establishing particular matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on these representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Sellers or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreement containing them, which subsequent information may or may not be fully reflected in the Company’s public disclosures. In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a commitment letter with Barclays Bank PLC (“Barclays”), pursuant to which Barclays committed, subject to satisfaction of customary conditions, to provide a 364-day senior secured bridge term loan facility to the Company in an aggregate principal amount of up to $785,000,000. In connection with entering into the Purchase Agreement, the Company and Buyer have also entered into a letter agreement with FIP and Sellers, pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, FIP and Sellers have agreed to indemnify the Company, its affiliates and certain of its and their representatives against certain losses incurred by such persons arising out of or relating to certain regulatory, legal and maintenance matters.

ITEM 7.01 Regulation FD Disclosure Press Release On April 30, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.