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MARA Holdings (NASDAQ: MARA) refreshes board with power and data center experts

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Form Type
8-K

Rhea-AI Filing Summary

MARA Holdings, Inc. reported that directors Barbara Humpton and Georges Antoun notified the board of their decisions to resign, effective July 31, 2026, citing personal reasons and no disagreements over operations, policies or practices. Their departures are described as part of a planned transition.

Effective August 1, 2026, the board appointed Craig Hart and Nancy Novak as independent directors to fill the vacancies, with Hart also joining the Risk and Audit Committee. Novak will serve as a Class I director with a term through the 2027 annual meeting, and Hart as a Class II director through the 2028 annual meeting. Following these changes, the board will have seven directors, six independent. Both new directors bring extensive experience in energy, power infrastructure and hyperscale data centers, will participate in the non-employee director compensation program, and will enter into indemnification agreements with the company.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of resignations July 31, 2026 Barbara Humpton and Georges Antoun resign from the board effective this date
Effective date of appointments August 1, 2026 Craig Hart and Nancy Novak join the board as independent directors on this date
Board size after changes 7 directors Board will continue to comprise seven directors following the transition
Independent directors after changes 6 independent directors Six of seven directors are independent after the new appointments
Company telephone 800-804-1690 Telephone contact listed for MARA company inquiries
independent directors regulatory
"appointment of Craig Hart and Nancy Novak as independent directors to its board"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Regulation FD regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
non-employee director compensation program financial
"eligible to receive compensation under the Company’s non-employee director compensation program"
indemnification agreement regulatory
"will each enter into an indemnification agreement with the Company"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
hyperscale data center development technical
"a recognized leader in hyperscale data center development and digital infrastructure innovation"

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FAQ

What board changes did MARA (MARA) disclose for July 31 and August 1, 2026?
MARA disclosed that Barbara Humpton and Georges Antoun resigned from the board effective July 31, 2026, and that Craig Hart and Nancy Novak joined as independent directors effective August 1, 2026, filling the two vacancies.

Why did MARA (MARA) directors Barbara Humpton and Georges Antoun resign?
The two directors informed the board their resignations were for personal reasons and not due to any disagreement with MARA regarding its operations, policies or practices. The transition is described as part of a planned board refresh.

What roles will Craig Hart and Nancy Novak have on MARA’s (MARA) board?
Craig Hart and Nancy Novak were appointed independent directors effective August 1, 2026. Hart will also serve on the Risk and Audit Committee. Novak is a Class I director and Hart a Class II director, with terms ending in 2027 and 2028, respectively.

How does the MARA (MARA) board look after the latest appointments?
After these changes, MARA’s board will consist of seven directors, of whom six are independent. The company emphasizes that Hart and Novak add expertise in power infrastructure, energy investing and hyperscale data centers to support its strategy.

Will the new MARA (MARA) directors receive compensation and protection from the company?
Yes. Craig Hart and Nancy Novak will be eligible for compensation under MARA’s non-employee director compensation program and will each enter into an indemnification agreement providing indemnification and advancement of expenses to the fullest extent permitted by Nevada law.

What disclosure did MARA (MARA) make under Regulation FD in this 8-K?
MARA furnished, under Regulation FD, a press release dated August 4, 2026 as Exhibit 99.1. The release announces the appointments of Craig Hart and Nancy Novak and notes the board will remain at seven members, six of whom are independent.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 29, 2026

 

 

 

MARA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Nevada   001-36555   01-0949984

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1010 South Federal Highway, Suite 2700

Hallandale Beach, FL 33009

(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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MARA   NASDAQ Capital Market

 

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. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Directors

 

On July 29, 2026 and July 30, 2026, Barbara Humpton and Georges Antoun, respectively, notified the board of directors (the “Board”) of MARA Holdings, Inc. (the “Company”) of their decision to resign from the Board, effective as of July 31, 2026, which the Board accepted. Each of Ms. Humpton and Mr. Antoun informed the Board that their resignation was for personal reasons and was not due to any disagreements with the Company relating to the Company’s operations, policies or practices. The Company thanks Ms. Humpton and Mr. Antoun for their Board service and wishes them well.

 

Appointment of Directors

 

On August 1, 2026, the Board appointed each of Nancy Novak and Craig Hart to serve as a director on the Board, filling the vacancies created by the aforementioned resignations, effective immediately. Mr. Hart has also been appointed to serve as a member of the Risk and Audit Committee of the Board, succeeding Mr. Antoun. Ms. Novak will serve as a Class I director, with a term expiring at the Company’s 2027 annual meeting of stockholders or until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Mr. Hart will serve as a Class II director, with a term expiring at the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

 

Mr. Hart currently serves as Senior Portfolio Manager and Global Co-Head of Energy and Power at Avenue Capital Group, where he leads the firm’s private power strategy. Over more than 25 years in the energy sector, he has held senior leadership roles spanning power generation, energy infrastructure, corporate strategy, finance and private investing. Prior to joining Avenue Capital, Mr. Hart served as Executive Vice President and Chief Financial Officer of US Power Generating Company, where he helped build the company into a leading independent power producer before its sale to Tenaska Capital Management. He has also overseen significant investments in power generation and energy infrastructure platforms, including the formation and growth of Middle River Power. Mr. Hart has a B.A. from the Colorado College, an M.B.A. from Yale School of Management and a Master of Environmental Science from Yale School of Forestry & Environmental Studies.

 

Ms. Novak is a recognized leader in hyperscale data center development and digital infrastructure innovation. She previously served as Chief Innovation Officer of Compass Datacenters, where she helped lead large-scale data center development for hyperscale and cloud customers while advancing construction innovation, industrialized building methods and sustainable infrastructure initiatives. Her career spans more than four decades across mission-critical infrastructure development, construction and operations, and she currently serves on the boards of Sims Limited and Weston Solutions. Ms. Novak holds a B.S. in Construction Management from San Diego State University.

 

There are no arrangements or understandings between Mr. Hart or Ms. Novak and any other person pursuant to which Mr. Hart or Ms. Novak was selected and appointed as a director of the Company. There are no transactions in which Mr. Hart or Ms. Novak has a direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “Commission”).

 

In connection with their service on the Board, each of Mr. Hart and Ms. Novak will be eligible to receive compensation under the Company’s non-employee director compensation program, as disclosed in the Company’s Definitive Proxy Statement filed with the Commission on April 30, 2026, as may be adjusted by the Board from time to time. Mr. Hart and Ms. Novak will each enter into an indemnification agreement with the Company providing for indemnification and advancement of expenses to the fullest extent permitted by the Nevada Revised Statutes.

 

Item 7.01. Regulation FD Disclosure.

 

A copy of the press release announcing the appointment of Mr. Hart and Ms. Novak to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

 

The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

   Description
99.1   Press release dated August 4, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  MARA HOLDINGS, INC.
   
Date: August 4, 2026 By: /s/ Zabi Nowaid
  Name: Zabi Nowaid
  Title: General Counsel and Corporate Secretary

 

 

 

 

Exhibit 99.1

 

MARA Appoints Two New Independent Directors to Board

 

Craig Hart and Nancy Novak Bring Deep Expertise in Power Infrastructure, Energy Investing and Hyperscale Data Center Development to Support MARA’s Next Phase of Growth

 

MIAMI, FL, August 4, 2026 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a leading energy and digital infrastructure company, today announced the appointment of Craig Hart and Nancy Novak as independent directors to its board of directors (the “Board”), effective August 1, 2026. In connection with these appointments, Barbara Humpton and Georges Antoun have stepped down from the Board, effective July 31, 2026, as part of a planned transition. Following these changes, MARA’s Board will continue to comprise seven directors, six of whom are independent.

 

“MARA is executing a strategy that brings together energy, digital infrastructure and compute,” said Fred Thiel, MARA’s chairman and CEO. “As our significant energy footprint continues to expand, we are actively working with our partners to advance our digital infrastructure strategy. Craig’s extensive experience across power markets, energy investment and infrastructure development, together with Nancy’s deep expertise in hyperscale data centers, will provide valuable perspectives as we pursue these opportunities, maximize the long-term value of every megawatt we control and build on the strong foundation of our Bitcoin mining business.”

 

“Our Board regularly evaluates its composition and the mix of skills, experience and perspectives needed to support MARA’s strategy and long-term growth,” said Doug Mellinger, MARA’s lead independent director. “Craig and Nancy bring highly relevant, complementary capabilities to an already strong Board. We look forward to their contributions as we continue overseeing the Company’s execution and working on behalf of all MARA shareholders.”

 

Mr. Hart currently serves as Senior Portfolio Manager and Global Co-Head of Energy and Power at Avenue Capital Group, where he leads the firm’s private power strategy. Over more than 25 years in the energy sector, he has held senior leadership roles spanning power generation, energy infrastructure, corporate strategy, finance and private investing. Prior to joining Avenue Capital, Mr. Hart served as Executive Vice President and Chief Financial Officer of US Power Generating Company, where he helped build the company into a leading independent power producer before its sale to Tenaska Capital Management. He has also overseen significant investments in power generation and energy infrastructure platforms, including the formation and growth of Middle River Power.

 

“Power is becoming one of the most strategic assets in the digital economy, and MARA has assembled a differentiated platform to capitalize on that opportunity,” said Mr. Hart. “I look forward to working with my fellow directors and the management team as the Company continues expanding its energy portfolio, executing its digital infrastructure strategy and creating long-term value for shareholders.”

 

Ms. Novak is a recognized leader in hyperscale data center development and digital infrastructure innovation. She previously served as Chief Innovation Officer of Compass Datacenters, where she helped lead large-scale data center development for hyperscale and cloud customers while advancing construction innovation, industrialized building methods and sustainable infrastructure initiatives. Her career spans more than four decades across mission-critical infrastructure development, construction and operations, and she currently serves on the boards of Sims Limited and Weston Solutions.

 

“The next generation of digital infrastructure will require disciplined execution, speed to market and a deep understanding of hyperscale and enterprise customers,” said Ms. Novak. “MARA combines a compelling strategy with unique infrastructure assets, and I’m excited to contribute my experience in data center development and innovation as the Company continues executing that vision.”

 

“On behalf of the Board and the entire Company, I would like to thank Barbara and Georges for their leadership and significant contributions to MARA,” Mr. Thiel added. “We are grateful for their service during an important period in the Company’s evolution and wish them both continued success.”

 

About MARA

 

MARA (NASDAQ: MARA) deploys digital energy technologies to advance the world’s energy systems. Harnessing the power of compute, MARA transforms excess energy into digital capital, balancing the grid and accelerating the deployment of critical infrastructure. Building on its expertise to redefine the future of energy, MARA develops technologies that reduce the energy demands of high-performance computing applications, from AI to the edge.

 

MARA Company Contact:

 

Telephone: 800-804-1690
Email: ir@mara.com

 

MARA Media Contact:

 

Email: mara-jf@joelefrank.com

 

 

 

Source: View Original Filing on SEC EDGAR

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