Expansion Payment earn-out for data center capacity additions
Company: Marathon Digital
The claim, verbatim
If the target expands existing data center facilities with construction achieving notice to proceed within three years of closing, buyer will pay $50,000 per MW of incremental capacity, up to a maximum of $15 million
Source (primary)
Marathon Digital 8-K filed 2023-12-19 (SEC EDGAR, sec_filing)
View cached copy (2026-08-31)Live source ↗
Quote: “The Expansion Payment, if any, shall be in an amount equal to $50,000 multiplied by each megawatt ("MW") of incremental capacity at the Existing Facilities for which construction has achieved notice to proceed on or prior to the third annual anniversary of the Closing, up to a maximum amount of $15 million”
How we checked this
Checked on September 18, 2026. The cited source supports every part of this claim.
The filing sets out the Expansion Payment as $50,000 per incremental MW whose construction reaches notice to proceed within three years of closing, capped at $15 million. The filing also says this applies 'under certain circumstances', which the claim does not repeat.
Confirmed in the source:
- The buyer may owe an earn-out called the Expansion Payment if the target expands its existing data center facilities
- The payment is $50,000 per MW of incremental capacity at the existing facilities
- It counts only capacity whose construction achieves notice to proceed on or before the third anniversary of closing
- The Expansion Payment is capped at $15 million
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1507605/000149315223045354/form8-k.htm) in full (11,345 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Marathon Digital 8-K filed 2023-12-19
Quote: “The Expansion Payment, if any, shall be in an amount equal to $50,000 multiplied by each megawatt ("MW") of incremental capacity at the Existing Facilities for which construction has achieved notice to proceed on or prior to the third annual anniversary of the Closing, up to a maximum amount of $15 million”