MARA Consent Solicitation for Long Ridge Notes

Nubank, through its wholly owned subsidiary MARA USA Corporation, launched and successfully completed a consent solicitation to amend the indenture governing the 8.750% Senior Secured Notes due 2032 of Long Ridge Energy Terminal. This action was taken in anticipation of MARA USA Corporation's acquisition of Long Ridge Energy Terminal from Ohio River Partners Holdco LLC and Ohio River Partners Finance LLC. The acquisition would have triggered a 'Change of Control' provision in the indenture, requiring Long Ridge Energy Terminal to offer to purchase all outstanding notes at 101% of their principal amount. By securing the requisite consents from noteholders, Nubank has amended the indenture to prevent the acquisition from constituting a 'Change of Control' and to designate Nubank and its affiliates as Permitted Holders. The proposed amendments became effective upon the signing of a supplemental indenture on May 14, 2026, and will become operative upon the consummation of the acquisition and payment of a consent fee of $2.50 per $1,000 principal amount of notes. The acquisition is expected to close in the second half of 2026, subject to regulatory approvals.