MARA Holdings, Inc.MARA

MARA Holdings, Inc. Goodwill & Intangibles Disclosure

10-KFiled Mar 2, 20263 min read
GOODWILL AND INTANGIBLE ASSETS
Goodwill

As of December 31, 2025, the Company had $82.8 million of goodwill attributable to the completed acquisitions during the year ended December 31, 2024. Refer to Note 3 – Acquisitions, for further information. There was no additional goodwill during the year ended December 31, 2025.

During the Company’s annual goodwill impairment assessment for the year ended December 31, 2025, management considered a number of factors, including the decline in market capitalization, primarily driven by the significant and sustained decline in the price of bitcoin, affecting operating results and reduced the total value of the Company’s digital asset holdings. Due to these factors, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value.

Accordingly, the Company performed a quantitative impairment test as part of its annual review. Under the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit using a market approach, calculated by adjusting the Company’s quoted market capitalization for total debt and cash, cash equivalents and restricted cash. Management concluded that a control premium was not warranted based on prevailing market conditions. To ensure consistency between the fair value and carrying value, non-operating assets,
including cash, cash equivalents and restricted cash, digital assets, and digital assets - receivable, net, were excluded from both measurements.

Based on the results, the carrying amount of the Company, including goodwill, exceeded its estimated fair value. As a result, the Company recognized a non-cash goodwill impairment of $82.8 million, included in “Impairment of goodwill and other assets” on the Consolidated Statements of Operations. Following the impairment, there was no remaining goodwill on the Company’s Consolidated Balance Sheets as of December 31, 2025.
The following table presents the Company’s finite-lived intangible assets as of December 31, 2025 and 2024, respectively:

As of December 31, 2025
(in thousands)Cost
Accumulated Amortization
Other
Net
Customer relationships$1,000 $(291)$— $709 
Intellectual property
2,633 (1,536)(1,097)— 
Capitalized software development costs
287 (8)— 279 
Total intangible assets$3,920 $(1,835)$(1,097)$988 

As of December 31, 2024
(in thousands)Cost
Accumulated Amortization
Net
Customer relationships$23,000 $(22,041)$959 
Intellectual property
2,633 (878)1,755 
Total intangible assets$25,633 $(22,919)$2,714 

During the third quarter of 2025, in connection with the restructuring activities, the Company fully eliminated $1.1 million of internal intellectual property associated with its technology operations. Refer to Note 2 – Summary of Significant Accounting Policies, “Restructuring Costs”, for further information. During the year ended December 31, 2024, the Company fully amortized the customer relationship intangible assets acquired in the GC Data Center Acquisition for $22.0 million due to the Company’s strategic decision to exit the hosting services business and termination of customer relationships during the period.

Amortization expense related to intangible assets was $0.9 million and $22.9 million for the years ended December 31, 2025 and 2024, respectively. There was no amortization expense related to intangible assets for the year ended December 31, 2023.

The following table presents the Company’s estimated future amortization of finite-lived intangible assets as of December 31, 2025:

Year
Amount
(in thousands)
2026$390 
2027390 
2028209 
Total$988 

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2019Mar 24, 2020
2017Apr 16, 2018
2016Apr 5, 2017
2015Mar 30, 2016

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesDebtCommitmentsStock CompensationNew Standards