MARA Holdings, Inc.

Greetings and welcome to the MARA 4Q25 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Robert Samuels, VP Investor Relations. Thank you, Robert. You may begin.

Thank you, operator. Good afternoon, everyone, and welcome to MARA's fourth quarter and fiscal year 2025 earnings call. Thank you for joining us today. With me on today's call are our chairman and chief executive officer, Fred Thiel, and our chief financial officer, Salman Khan. Today's call includes forward-looking statements, including those about our growth plans, liquidity, and financial performance. These involve risks and uncertainties, and actual results may differ materially. We disclaim any obligation to update these statements, except as required by law. For more details, see the risk factor section of our latest 10-K and other SEC filings. We'll also reference non-GAAP financial measures like adjusted EBITDA and return on capital employed, which we believe are important indicators of MAR's operating performance, because they exclude certain items that we do not believe directly reflect our core operations. Please see our earnings release for reconciliations to the most comparable GAAP measures. We hope you've had the chance to read our shareholder letter and look forward to your feedback. We'll begin with some brief prepared remarks from Fred and Salman. After their comments, we will open the call to Q&A. I'm going to turn the call over to Fred to kick things off. Fred?

Good afternoon, everyone, and thank you for joining us. Before we get into the results for the quarter, we're excited to discuss our just announced strategic partnership with Starwood Digital Ventures. the data center development platform of Starwood Capital Group and one of the premier data center developers and operators in the world. This joint venture accelerates Mara's expansion into AI and high performance compute and represents a meaningful step forward in the evolution of our platform from a pure play Bitcoin miner into an energy and digital infrastructure company. Alongside other actions we have taken, including closing our investment in Exxon, We are strategically positioning our platform to support a broad range of AI deployment requirements from large scale cloud environments to private enterprise and sovereign deployments where AI inference operates closer to its contextual data with reduced latency constraints and enhanced operational control. Through our partnership, Mara and Starwood will jointly develop, finance, and operate next-generation digital infrastructure capable of meeting growing demand from enterprise hyperscale and AI customers across Mara's existing power-rich portfolio. Mara will contribute dedicated energy, advanced data center sites, while Starwood Digital Ventures will lead design, development, tenant sourcing, construction and facility operation with Starwood providing investment expertize to support enhanced project level economics. We have the option to retain up to 50% ownership in the joint venture, positioning us to participate in future cash flows while capturing long term value creation. The joint platform is expected to deliver more than one gigawatt of near term I.T. capacity with a pathway to more than 2.5 gigawatts. This JV structure accomplishes several things at once. It accelerates speed to market and introduces institutional grade development and tenant relationships. Importantly, it also allows us to leverage the wealth of power capacity embedded in our existing energized sites in the near term. These assets were built around power and hyperscale cloud remains the fastest path to monetization that power at scale today. At the same time, the structure allows us to continue mining through a lease arrangement while accessing excess power at preferred prices during lower hyperscale utilization. That flexibility improves economics and smooths load across the site. Now let me address directly why we chose to partner with Starwood. Enterprise, hyperscale, and AI customers are inherently risk averse when selecting infrastructure partners. They require certainty of execution, deep development expertise, balance sheet credibility, and a proven track record of delivering mission-critical facilities on time and on specification. While Mara brings the power, the sites, and the operational expertise, hyperscalers typically do not award large-scale AI workloads to first-time developers without institutional backing. Partnering with Starwood ensures that we're not asking customers to take that risk. Starwood has decades of experience as a real estate asset investor and developer, established long-term relationships with hyperscalers and enterprise customers, and a proven ability to finance and deliver complex data center projects globally by aligning with an experienced tenant-first developer, we expect to increase execution certainty and accelerate our ability to secure institutional-grade tenancies. This is about optimizing probability of success and compressing timelines, not simply proving we can build stuff alone. Demand signals are already strong. Mara and Starwood have been engaged in active discussions with hyperscalers and leading HPC tenants, reflecting meaningful early interest in power-advantaged AI-ready capacity across our sites. In parallel, design, permitting, and commercial leasing processes are well underway, with applications submitted in select markets to support accelerated delivery timelines. In other words, while we are formally announcing this partnership today, we are already well down the path towards securing attendance. We also announced that we closed our investments in Exxon, acquiring a 64% stake and expanding our enterprise-grade AI and HPC capabilities. Through XION, we can deliver infrastructure as a service and edge inference solutions for large energy and industrial customers, particularly in environments where requirements around data locality, latency, and operational control shape how compute is deployed. Importantly, XION fits in a broader international strategy Building on our proven success in the UAE and the recent launch of our pilot site in Oman, we are accelerating conversations with energy majors in France regarding global opportunities, including in Brazil, as well as domestic energy producers in Saudi Arabia. These initiatives are all part of a deliberate strategy to expand our global footprint across energy-rich regions where access to reliable, scalable power supports long-term infrastructure development. Starwood and Exion are complementary elements of the same strategy. Where Starwood partnership accelerates our ability to serve hyperscale cloud customers, Exion strengthens our ability to deploy private, enterprise, and sovereign cloud environments. This is especially important in international markets, where Exion already operates data center infrastructure and provides a foundation for sovereign-grade AI and high-performance compute deployments. Together, Starwood and Exion give Mara multiple proven pathways to deploy the same assets, power, sites, and infrastructure in ways that maximize long-term value as demand evolves. Now I'd like to take a step back and put this strategy in context. Jensen Wong said something on NVIDIA's earnings call last night that captures exactly what we are building towards. He said simply, compute equals revenues. His point was that in this new AI economy, the ability to generate tokens to run inference is the direct input to revenue growth for every enterprise and hyperscale customer in the world. That compute requires power. Power is the scarce input, and that is precisely what Mara controls. Our sites were originally developed to mine Bitcoin efficiently, but they were built around power. As we continue this transition and as demand for AI and HPC at our sites accelerates, the economics of our sites will increasingly reflect long-term infrastructure characteristics. When a site supports contracted AI or HPC workloads, the underlying drivers of value shift. Cash flows become longer duration and more predictable. Execution risk is reduced, and the operating profile increasingly resembles infrastructure rather than pure compute. We believe the same underlying assets can support different economic outcomes depending on how they are deployed. That is why optionality matters. Bitcoin mining allows us to monetize power immediately and flexibly, while AI and HPC workloads can, when demand supports them, monetize that same power through longer-term contracts and higher-value use cases. Our responsibility is to allocate capital where the return profile justifies conversion and to manage our sites in a way that maximizes long-term value across market cycles. This quarter, we've also advanced our strategy in other important ways. We increased our Nebraska footprint through the recent acquisition of a 42-megawatt data center adjacent to an existing site, expanding the campus by approximately 40%. With below-market power rates, this lowers our average cost to mine while strengthening operational efficiency. That same site also provides option value for AI and HPC workloads over time. Lastly, we doubled our Ngon gas-to-power operations from 25 megawatts to 50 megawatts, converting previously flared gas into some of our lowest-cost mining power. Given the recent decline in Bitcoin price and considering the potentially accretive impact of the Starwood JV, we are adopting a capital allocation priority to focus on the highest value near-term opportunities. While we are continuing to advance discussions with MPLX regarding development of integrated power and data campuses in West Texas, this is a longer-term project with significant capital expenses. The scope under consideration has evolved from the initial letter of intent, and we remain engaged in evaluating a transaction structure that aligns with our capital allocation priorities. All of this is designed to expand margins and be a creative to NOI over time. Now, Bitcoin remains a core pillar of our strategy. Despite a pronounced sell-off and continued volatility, we increased energized hash rate from 53.2 exahash to 66.4 exahash during 2025. We deliberately chose not to pursue projects that failed to meet our return thresholds. Capital discipline remains central. Historically, we retained the majority of the Bitcoin we mined as a long-term strategic asset. Beginning in the second half of 2025, we began selectively monetizing Bitcoin to support operations. Given recent weakness and volatility in Bitcoin price that have impacted both sector sentiments and elements of our trading performance, we believe maintaining financial flexibility is particularly important. Looking ahead, we expect to continue taking an opportunistic approach using Bitcoin to enhance financial flexibility where appropriate. As always, these decisions will be guided by market conditions and our capital allocation priorities with a clear focus on strengthening the balance sheet and enhancing long-term shareholder value. While the timing of a recovery in Bitcoin prices is difficult to predict, our long-term conviction in the asset class remains unchanged. Let me close with this. Mara is no longer simply a Bitcoin miner. We are already well down the path of building an energy-dominant digital infrastructure platform. Starwood accelerates hyperscale development. Exxon strengthens our enterprise AI layer. Digital infrastructure and Bitcoin mining provide the economic engine, and power ownership provides the strategic advantage. Every decision we make is guided by one principle. maximize the long-term value of every megawatt we control. We believe this strategy positions Mara to deliver durable, compounding shareholder returns. I'll now turn it over to Salman to discuss Q4 financials.