MARA Holdings, Inc.MARA
MARA Holdings, Inc. Fair Value Disclosure
FAIR VALUE MEASUREMENT
The Company measures certain financial and non-financial assets and liabilities at fair value on a recurring or non-recurring basis. The Company uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability.
The levels of the fair value hierarchy are:
| Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | |||||||
| Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | |||||||
| Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions | |||||||
The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, restricted cash, other receivables, deposits, prepaid expenses and other current assets, advances to vendors, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. Additionally, the carrying amounts reported on the Consolidated Balance Sheets for the Company’s operating lease liabilities and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company.
Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to their fair value measurement. The Company measures the fair value of its marketable securities and investments by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs.
Recurring measurement of fair value
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy for each of those assets and liabilities as of December 31, 2025 and 2024, respectively:
| (in thousands) | Total carrying value at December 31, 2025 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
Assets: | |||||||||||||||||||||||
Money market accounts | $ | 20,549 | $ | 20,549 | $ | — | $ | — | |||||||||||||||
| U.S. government bills and securities | 381,927 | 381,927 | — | — | |||||||||||||||||||
| Digital assets | 3,371,636 | 3,371,636 | — | — | |||||||||||||||||||
Digital assets - receivable, net (1) | 1,336,868 | — | 1,336,868 | — | |||||||||||||||||||
Derivative instrument (2) | 49,319 | — | 49,319 | — | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Contingent consideration liability (3) | 13,758 | — | — | 13,758 | |||||||||||||||||||
| (in thousands) | Total carrying value at December 31, 2024 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
Assets: | |||||||||||||||||||||||
Money market accounts | $ | 292,927 | $ | 292,927 | $ | — | $ | — | |||||||||||||||
| Digital assets | 3,228,316 | 3,228,316 | — | — | |||||||||||||||||||
Digital assets - receivable, net (1) | 960,057 | — | 960,057 | — | |||||||||||||||||||
Derivative instrument (2) | 8,947 | — | 8,947 | — | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Contingent consideration liability (3) | 8,138 | — | — | 8,138 | |||||||||||||||||||
(1) The fair value of digital assets - receivable, net was estimated using the market approach, utilizing observable market prices and other relevant market data, which are considered Level 2 inputs. Refer to Note 5 – Digital Assets, “Digital assets - receivable, net,” for further information.
(2) The fair value of the derivative instrument was estimated using a discounted cash flow approach that considers various assumptions including current market prices and electricity forward curves, which are considered Level 2 inputs. Fluctuations in market prices and electricity forward curves could result in significant increases (decreases) in the fair value of derivative instruments. Refer to Note 2 – Summary of Significant Accounting Policies, “Derivatives,” for further information.
(3) Represents the estimated amount of acquisition-related consideration expected to be paid in the future as of December 31, 2025 for the GC Data Center Acquisition, the Arkon Acquisition and the Wind Farm. Increases or decreases in the probability of achieving the milestones could result in significant changes in the fair value of the contingent consideration. Refer to Note 3 – Acquisitions and Note 18 – Commitments and Contingencies, for further information.
The Company includes money market accounts in cash and cash equivalents on the Consolidated Balance Sheets.
There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2025 and 2024.
Fair value of financial instruments not recognized at fair value
The following tables present information about the Company’s financial instruments that are not recognized at fair value on the Consolidated Balance Sheets as of December 31, 2025 and 2024:
| (in thousands) | Total carrying value at December 31, 2025 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
Liabilities: | |||||||||||||||||||||||
Notes payable | $ | 3,249,927 | $ | 2,617,165 | $ | — | $ | — | |||||||||||||||
| (in thousands) | Total carrying value at December 31, 2024 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
Liabilities: | |||||||||||||||||||||||
Notes payable | $ | 2,246,578 | $ | 1,974,398 | $ | — | $ | — | |||||||||||||||
There were no transfers among Levels 1, 2 or 3 during the years ended December 31, 2025 and 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 16, 2023 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.