Key Highlights

● Deal Size: Volt Texas LLC is acquiring MAT 1177 LLC, which holds rights to 2,000 megawatts of Texas power capacity, for up to $600 million.

● Amendment: A September 21, 2026 amendment ties remaining milestone payments to the outcome of a Texas regulatory audit of the power capacity arrangement.

● New Checkpoint: The amendment also gives MARA discretion to proceed only after an interconnection study is completed.

● Fallback Provision: If the audit is unfavorable or MARA declines to proceed, the site will be marketed to other buyers, with the seller retaining a right of first offer.

MARA Holdings, Inc. (NASDAQ:MARA) disclosed in an 8-K filed September 25 that its Subsidiary Volt Texas LLC has amended the terms of its planned purchase of MAT 1177 LLC, a project company holding Texas land and 2,000 megawatts of power capacity rights, restructuring how milestone payments toward the up-to-$600 million deal are triggered. The amendment, dated September 21, 2026, ties future payments to the outcome of a Texas regulatory audit rather than the original schedule.

What Is Being Acquired

MARA said the underlying Membership Interest Purchase Agreement was originally signed July 2, 2026. Through it, Volt Texas is acquiring MAT 1177 LLC, which holds contractual rights to purchase certain Texas land, additional adjacent property the project company already owns, and rights under a letter agreement with an electric Utility company for 2,000 megawatts of power capacity, intended to support a large-scale Data Center development. The total purchase price for the Acquisition remains $600 million, contingent on the project reaching certain milestones, and MARA has posted a $100 million security deposit with the electric utility company as part of the arrangement.

What Changed in the Amendment

The September 21 amendment restructures how the remaining milestone payments are triggered, linking them to completion of a Texas regulatory audit of the power capacity arrangement rather than to the previous milestone schedule. The filing also gives the buyer discretion to proceed with the purchase only after an interconnection study is completed, adding another checkpoint before MARA commits further capital. If the audit results are unfavorable, or if MARA declines to proceed with the project after the study, the amendment provides that the parties will market the site to other buyers, with the seller retaining a right of first offer on any resulting sale.

MARA Holdings is a Nevada corporation trading on Nasdaq under the ticker MARA; the filing was signed by Zabi Nowaid, the company's general counsel and corporate secretary. The 8-K was filed under Item 1.01, Entry into a Material Definitive Agreement, reflecting that the amendment itself is treated as a new material contract event rather than a modification too minor to Warrant disclosure.

Why the Audit Contingency Matters

By tying milestone payments to the outcome of a state regulatory audit of the power capacity arrangement, MARA is effectively building in a checkpoint that lets it avoid committing the full $600 million if Texas regulators raise concerns about the underlying utility agreement supporting the 2,000 megawatts of capacity. The right-of-first-offer fallback, allowing the seller to market the site elsewhere while giving MARA a chance to match any resulting offer, similarly limits MARA's downside if it ultimately walks away from the project after further diligence.

What the Filing Does Not Say

The 8-K does not disclose the scope, timeline, or initiating party behind the referenced Texas regulatory audit, nor does it specify what would constitute an unfavorable outcome. It also does not break out how much of the $600 million purchase price has already been paid or is represented by the $100 million deposit, and it does not name the electric utility company involved in the power capacity letter agreement.

Gating Events Before Full Payment

Investors should watch for the outcome of the Texas regulatory audit referenced in the amendment, since it now directly determines whether MARA's remaining milestone payments toward the $600 million purchase price proceed. Completion of the interconnection study is the other gating event; MARA's decision whether to proceed with the acquisition after that study, or to let the seller market the site elsewhere under the right-of-first-offer provision, would likely require a further filing.