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ACQUISITIONS AND STRATEGIC PARTNERSHIPS
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND STRATEGIC PARTNERSHIPS ACQUISITIONS AND STRATEGIC PARTNERSHIPS
Starwood

On February 26, 2026, the Company entered into a strategic agreement (the “Strategic Agreement”) with Starwood Digital Ventures LLC (“Starwood”), a data center development platform, to develop, finance and operate digital infrastructure on select power-rich sites within the Company’s existing portfolio. Under the Strategic Agreement, the Company may contribute certain sites to and retain up to a 50% ownership interest in a newly formed joint venture, while Starwood will lead engineering, procurement and construction activities, secure hyperscale tenancy and operate the assets. Refer to Note 15 – Commitments and Contingencies, for further information.
Exaion

On February 20, 2026, the Company, through its majority-owned subsidiary MARA France SaS (“MARA France”), acquired a controlling equity interest in Exaion SaS (“Exaion”), subsidiary of EDF Pulse Holding (“EDF”) for a total cash consideration of $174.5 million (€148.0 million), including working capital adjustments. Exaion is a developer and operator based in France, specializing in high-performance computing data centers and providing secure cloud and AI infrastructure, expanding the Company’s capabilities in AI/HPC infrastructure and enhancing the Company’s ability to deliver secure and scalable cloud solutions.

The acquisition was completed through a two-step transaction executed contemporaneously on February 20, 2026. The total consideration consisted of (i) $135.6 million (€115.0 million) for newly issued shares from Exaion and (ii) purchased $38.9 million (€33.0 million) of shares from existing shareholders, of which $11.8 million (€10.0 million) was placed into escrow contingent upon Exaion achieving specified revenue targets with EDF during fiscal year 2026. Amounts released from escrow will be distributed to the former shareholders based on actual revenue achieved, with any unused portion returned to the Company.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations.
The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of February 20, 2026:

(in thousands)February 20, 2026
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents$135,663 
Digital assets472 
Accounts receivable3,975 
Other current assets641 
Property and equipment755 
Right-of-use asset2,667 
Intangible assets44,231 
Accounts payable and accrued expenses(4,459)
Lease liability(2,667)
Deferred tax liability
(10,159)
Total identified net assets
171,119 
Goodwill92,517 
Net assets acquired
263,636 
Redeemable noncontrolling interest - Put option
(12,975)
Redeemable noncontrolling interest(76,141)
Total redeemable noncontrolling interest
(89,116)
Total purchase consideration$174,520 

The Company recognized goodwill of $92.5 million (€78.4 million) related to the Exaion acquisition. Goodwill is calculated as the excess of the purchase price over the net assets acquired. Goodwill is primarily attributed to growth and efficiency opportunities, expected synergies and expanded market opportunities. Goodwill associated with foreign subsidiaries is translated at the applicable reporting period end exchange rates, with translation adjustments recorded in Accumulated Other Comprehensive Income.

Acquired intangible assets are amortized over the estimated useful lives on a straight-line basis. The following table summarizes the purchase price allocation and weighted average remaining useful lives for identified intangible assets acquired as of the acquisition date:

Category
Acquired Intangible Assets
Weighted Average Useful Life
(in years)
Developed technology$17,692 5
Customer relationships20,641 5
Trade names5,898 10
Total acquired identifiable intangibles assets$44,231 

Developed technology represents proprietary platforms supporting Exaion’s high-performance computing operations. Customer relationships reflect the value of existing contractual and non-contractual relationships, including those with key customers. Trade names represent established brand recognition in the European market.
The fair values of intangible assets were estimated based on the use of discounted cash flow analyses, which use significant unobservable inputs, or Level 3 inputs.

In connection with the Exaion acquisition, the founding executives and EDF (collectively, the “Minority Shareholders”) hold a put option valued at $13.0 million (€11.0 million), determined using the Geometric Brownian Motion option pricing model, that entitles them to require the Company to repurchase 100% of their shares in Exaion for cash. The put option is exercisable during a defined three-month window beginning on the fourth anniversary of the acquisition date, with a redemption price based on the greater of (i) a fixed floor price or (ii) the price per share in a qualifying future equity issuance, subject to specified conditions. At the acquisition date, the Company recognized total redeemable noncontrolling interest in Exaion of $89.1 million, comprised of (i) a base noncontrolling interest of $76.1 million and (ii) the put option fair value of $13.0 million. The put option is embedded in, and inseparable from, the Minority Shareholders’ equity interest and exercisable solely at their option, outside the Company’s control. Accordingly, the redeemable noncontrolling interest is classified as mezzanine equity on the Company’s Condensed Consolidated Balance Sheets. The Company initially measured the noncontrolling interest using the implied equity approach based on the option valuation. Refer to Note 2 – Summary of Significant Accounting Policies, “Redeemable Noncontrolling Interest,” for further information.

In addition, as of the acquisition date, the Company recognized a non-redeemable noncontrolling interest in MARA France, representing a third-party ownership interest not attributable to the Company. Refer to Note 11 – Stockholders’ Equity, for further information.

The Company intends to grant performance-based stock units to certain key executives of Exaion in connection with the acquisition to incentivize such management and align their interests with the Company’s strategic objectives. As of March 31, 2026, no performance-based stock units had been granted and, accordingly, no related stock-based compensation expense has been recognized.

The transaction structure includes a potential future equity infusion of $129.7 million (€110.0 million) by the Company into Exaion in exchange for newly issued shares. This potential commitment is excluded from the initial consideration transferred, as it does not constitute contingent consideration, does not meet the definition of a derivative, and does not represent a present obligation. Accordingly, the Company will account for the equity infusion prospectively if and when the commitment is fulfilled.

The results of Exaion’s operations have been included in the Company’s Condensed Consolidated Statements of Operations as of the acquisition date.

Pro forma financial information is not presented because the acquisition was not material to the Company’s financial results.
Meerkat Acquisition

On January 21, 2026, the Company acquired an operational data center located in Central Nebraska with 42 megawatts (“MW”) of nameplate capacity from Mining of the West, LLC (the “Meerkat Acquisition”) for total consideration of $25.2 million, including transaction costs. The primary assets acquired were property and equipment of $25.2 million with immaterial working capital adjustments. The acquisition was accounted for as an asset acquisition that did not meet the definition of a business. The total consideration was allocated based on the relative fair values of the assets acquired and liabilities assumed, and no goodwill was recognized. This acquisition is intended to lower our average cost to mine, while strengthening our owned infrastructure footprint.