MARA Holdings to Acquire Long Ridge Energy in Transformational \$1.5 Billion Deal

Key Highlights of the Announcement

• MARA Holdings, Inc. (NASDAQ: MARA) has entered into a definitive agreement to acquire Long Ridge Energy & Power LLC from FTAI Infrastructure Inc. in a deal valued at approximately \$1.5 billion, including the assumption of at least \$785 million in debt, backstopped by a bridge loan from Barclays.
• The acquisition includes the highly efficient 505 MW Long Ridge Combined-Cycle Gas Power Plant (CCGT) in Hannibal, Ohio, and over 600 contiguous acres to support an integrated digital infrastructure campus.
• MARA’s owned and operated power capacity will increase by approximately 65% upon closing.
• The transaction is expected to add about \$144 million of annualized adjusted EBITDA at less than \$15/MWh of all-in operating costs, significantly strengthening MARA’s cash generation and financial stability.
• The site is positioned for over 1 GW of total potential capacity, including existing 200 MW MARA capacity and the potential to expand up to 600 gross MW for AI and critical IT workloads.
• Immediate access to power, land, water, and fiber upon closing, with lower site development risk compared to greenfield alternatives.
• MARA plans to begin construction of an initial AI/Critical IT buildout in the first half of 2027, aiming for service readiness by mid-2028.

Strategic Impact and Shareholder-Relevant Details

This acquisition is a potentially transformative event for MARA Holdings and its shareholders, with implications for the company’s future growth, profitability, and competitive position in the digital infrastructure and energy markets.

• Significant Expansion of Capacity: The transaction will boost MARA’s operational and development footprint to approximately 2.2 GW across major U.S. and international markets, notably in the PJM, ERCOT, and SPP regions.
• Multiple Monetization Pathways: The acquired campus supports long-term high-performance computing (HPC) leases, flexible compute operations (including Bitcoin mining), and wholesale power generation—offering flexibility to monetize power and compute capacity as market conditions evolve.
• Unique Asset Profile: The Long Ridge site provides a rare combination of large-scale power, land, water access, fuel supply, and grid interconnection. These attributes are increasingly scarce and difficult to replicate, enhancing MARA’s competitive advantage.
• Financial Upside: The expected \$144 million of annualized adjusted EBITDA from Long Ridge Energy provides MARA with robust, stable cash flows, supporting its broader development objectives and financial health.
• Low Operating Cost Structure: Long Ridge Energy’s combined-cycle gas turbine offers structurally low energy costs (<\$15/MWh), supported by long-dated hedges for cash flow visibility.
• Expansion Potential: MARA can expand capacity at the site up to 600 gross MW through grid expansion and on-site generation, with further upside as digital infrastructure demand grows.
• Logistics and Operational Flexibility: Ownership of rail infrastructure on-site adds development flexibility, which is valuable for AI/Critical IT tenants.
• Retention of Key Personnel: Post-transaction, MARA will retain the Long Ridge Energy team, bolstering its expertise and providing a scalable platform for future growth.
• Regulatory Approvals Required: The deal is subject to regulatory clearance, including under the Hart-Scott-Rodino Act and Federal Energy Regulatory Commission approval, with closing anticipated in the second half of 2026.
• Investor Call and Further Details: MARA is hosting a conference call to discuss the transaction and its implications for the company and shareholders.

Financial Details: Adjusted EBITDA Reconciliation

For investors concerned with financial metrics, the deal’s implied annualized adjusted EBITDA of \$144 million is based on Long Ridge Energy’s second half 2025 performance (annualized). This is a non-GAAP measure but provides insight into the strong cash-generating capabilities of the acquired assets.

The adjustments include equity-based compensation, acquisition and transaction expenses, debt modifications, derivative changes, depreciation, amortization, and interest expenses. For more details, see the company’s reconciliation table.

Potential Share Price Impact

This acquisition is significant and likely to be price-sensitive for MARA shareholders for the following reasons:

• It represents a substantial expansion of MARA’s capacity and a strategic shift deeper into the high-performance computing and digital infrastructure sector.
• The transaction provides stable, cash-generative assets, which may support re-rating of the company’s valuation multiples.
• The capital structure will include new debt, but the deal is supported by a bridge loan from Barclays, and the assets bring strong EBITDA to service this debt.
• There are execution risks, including regulatory approvals and integration, but the asset quality and strategic fit could drive significant long-term value.

Advisors on the Transaction

• Financial advisors to MARA: Barclays Capital Inc. and Compass Point Research & Trading, LLC
• Legal advisors to MARA: Paul, Weiss, Rifkind, Wharton & Garrison LLP and Sidley Austin LLP
• Financial advisors to FTAI Infrastructure: Jefferies LLC and Lazard
• Legal advisor to FTAI Infrastructure: Skadden, Arps, Slate, Meagher & Flom LLP

About MARA Holdings

MARA Holdings deploys digital energy technologies to advance global energy systems, specializing in transforming excess energy into digital capital and reducing the energy demands of high-performance computing applications, from AI to the edge.

Conference Call Details

Date: Thursday, April 30, 2026
Time: 8:00 a.m. ET (5:00 a.m. PT)
Registration link: Webcast
Replay available at MARA’s investor relations site.
For assistance: [email protected]

Disclaimer

This article contains forward-looking statements based on current expectations that are subject to risks and uncertainties. Actual results may differ materially due to regulatory, market, or operational factors. Investors should review official SEC filings and consult professional advisors before making investment decisions. The author assumes no obligation to update this article for subsequent events or changes in expectations.

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