UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2024

MARATHON DIGITAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

101 NE Third Avenue, Suite 1200

Fort Lauderdale, FL 33301

(Address of principal executive offices and zip code)

(800) 804-1690

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐            

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K previously furnished by Marathon Digital Holdings, Inc. (the “Company”) to the Securities and Exchange Commission (“SEC”) on March 20, 2024 (the “Original Report”). Amendment No. 1 is being furnished solely to (i) update and correct the version of the investor presentation deck furnished as Exhibit 99.1 to the Original Report (as updated, the “Presentation”), and (ii) confirm the availability of the Presentation on the Company’s website.

On March 18, 2024 and March 19, 2024, the Company used the Presentation furnished with this Amendment No. 1 as Exhibit 99.1 in meetings and presentations at the 36^th Annual Roth Conference. The Presentation is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

A copy of the Presentation is also available on the Company’s investor relations website located at ir.mara.com. The information included on the Company’s website is not incorporated by reference into this Amendment No. 1, or into any other Company filing with the SEC unless otherwise expressly indicated.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.