MARA Holdings Posts $100 Million Deposit as It Amends Texas Bitcoin Mining Site Deal

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• MARA Holdings filed an 8-K disclosing a First Amendment, dated September 21, 2026, to its Membership Interest Purchase Agreement with HIF USA LLC for a Texas bitcoin mining and data center site
• The amendment has MARA posting a discretionary $100.0 million security deposit with the site’s electric utility to secure 2,000 MW of power capacity, while restructuring payment milestones tied to regulatory approvals
• The original deal’s $600 million aggregate purchase price cap is unchanged, but the amendment replaces reconveyance provisions with a new right-of-first-offer sale mechanism for the seller

MARA Holdings disclosed a First Amendment to its site purchase agreement for a Texas bitcoin mining and data center campus in a Form 8-K filed with the SEC on September 25, 2026. The amendment, dated September 21, 2026, modifies the Membership Interest Purchase Agreement under which MARA’s subsidiary Volt Texas LLC is acquiring MAT 1177 LLC from HIF USA LLC, a deal that originally closed on July 2, 2026 for up to $600 million.

The most significant change is a new $100.0 million discretionary security deposit that MARA is posting with the site’s electric utility company to secure 2,000 megawatts of power capacity for the campus. Power availability at that scale is typically the binding constraint on how fast a large mining and data center site can be built out, so locking in capacity with a dedicated deposit signals MARA is prioritizing grid access ahead of construction milestones rather than treating it as a later-stage formality.

The amendment also restructures the deal’s payment milestones, particularly those tied to regulatory approvals, giving both parties revised timing for when specific tranches of the purchase price become due as the project clears the permitting and interconnection steps a site of this size requires. The filing does not change the $600 million aggregate purchase price cap that governed the original agreement, meaning the ceiling on what MARA could ultimately pay for the site remains the same even as the path to get there has been restructured.

Separately, the amendment eliminates the original agreement’s reconveyance provisions, which would have let MARA hand the site back to HIF USA under certain conditions, and replaces them with a right-of-first-offer mechanism that instead gives the seller the first opportunity to buy the site back if MARA ever decides to sell it. That swap shifts the exit-scenario leverage in the deal from a MARA-side reconveyance option to a seller-side purchase option.

The Texas site sits on more than 1,200 acres in Matagorda County and is part of MARA’s broader push to scale its energized mining capacity through 2027 and 2028 as it works toward a multi-gigawatt power portfolio across its US sites. Because the amendment only adjusts financing mechanics, power-capacity security, and milestone timing rather than the underlying acreage or the purchase price cap, the disclosure reads as MARA locking down execution risk on a deal it had already agreed to, rather than renegotiating the scope of what it is buying.