Submission of Matters to a Vote of Security Holders Form 8 K

As described under Item 5.07 below, an amendment to the Marathon Digital Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the "2018 Plan") to increase the number of shares authorized for issuance thereunder by 15,000,000 shares (the "Amendment") was approved by the stockholders of Marathon Digital Holdings, Inc. (the "Company") and became effective on June 27, 2024. The material terms of the Amendment are summarized on pages 45 through 49 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024, as supplemented on June 20, 2024 (the "Proxy Statement"), which description is incorporated herein by reference.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.