MARA shareholders approve 18M-share equity plan boost

MARA Holdings, Inc. reported results of its 2026 annual stockholder meeting and an amendment to its equity plan.

Rhea-AI Filing Summary

MARA Holdings, Inc. reported results of its 2026 annual stockholder meeting and an amendment to its equity plan. Stockholders approved an amendment to the Amended and Restated 2018 Equity Incentive Plan that increases shares authorized for issuance by 18,000,000 shares, effective June 18, 2026. Shareholders also elected two Class III directors to terms ending in 2029, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on a non-binding advisory basis, compensation of the named executive officers.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 18,000,000 shares Shares represented at meeting: 213,399,096 shares Vote for PwC ratification: 208,334,659 votes for +4 more

7 metrics

Equity plan share increase 18,000,000 shares Additional shares authorized under 2018 Equity Incentive Plan

Shares represented at meeting 213,399,096 shares Common stock represented at 2026 annual meeting

Vote for PwC ratification 208,334,659 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay support 64,973,538 votes for Advisory approval of Named Executive Officers’ compensation

Equity plan amendment votes for 83,714,947 votes for Approval of amendment to 2018 Equity Incentive Plan

Director Mealer-Burke votes for 65,489,872 votes for Election of Class III director Vicki Mealer-Burke

Director Mellinger votes for 100,494,708 votes for Election of Class III director Douglas Mellinger

Key Terms

Amended and Restated 2018 Equity Incentive Plan, non-binding advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Amended and Restated 2018 Equity Incentive Plan financial

"an amendment to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan"

non-binding advisory basis financial

"The stockholders approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Shares Voted ... Abstentions ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

definitive proxy statement on Schedule 14A regulatory

"the Company’s definitive proxy statement on Schedule 14A filed"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MARA (MARA) shareholders approve regarding the 2018 Equity Incentive Plan?

Shareholders approved an amendment to MARA’s Amended and Restated 2018 Equity Incentive Plan, increasing shares authorized for issuance by 18,000,000 shares. The amendment became effective on June 18, 2026, following stockholder approval at the 2026 annual meeting.

How many MARA (MARA) shares were represented at the 2026 annual meeting?

A total of 213,399,096 shares of MARA common stock were represented at the 2026 annual meeting, constituting a quorum. This participation allowed stockholders to validly vote on director elections, the equity plan amendment, auditor ratification, and the say-on-pay proposal.

Which directors were elected at MARA (MARA)’s 2026 annual meeting and how did they fare?

Stockholders elected Vicki Mealer-Burke and Douglas Mellinger as Class III directors to serve until 2029. Mealer-Burke received 65,489,872 votes for, while Mellinger received 100,494,708 votes for, with broker non-votes recorded on both director elections.

Did MARA (MARA) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as MARA’s independent registered public accounting firm for the year ending December 31, 2026, with 208,334,659 votes for, 4,190,775 against, and 873,662 abstentions.

How did MARA (MARA) investors vote on executive compensation at the 2026 meeting?

On a non-binding advisory basis, stockholders approved compensation of MARA’s Named Executive Officers, with 64,973,538 votes for, 44,975,240 against, 626,653 abstentions, and 102,823,665 broker non-votes. This reflects support for the disclosed executive pay program.

What were the vote results on MARA (MARA)’s amendment to the 2018 Plan?

The amendment to the 2018 Equity Incentive Plan received 83,714,947 votes for, 26,423,491 against, 436,993 abstentions, and 102,823,665 broker non-votes. This approval authorizes an additional 18,000,000 shares for equity awards under the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): June 18, 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		The 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.

As described under Item 5.07 below, an amendment to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 18,000,000 shares (the “Amendment”) was approved by the stockholders of MARA Holdings, Inc. (the “Company”) and became effective on June 18, 2026. The material terms of the Amendment are summarized on pages 71 through 76 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (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.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). A total of 213,399,096 shares of the Company’s common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1: Election of Class III Directors

The stockholders elected the following nominees as Class III directors to serve until the Company’s annual meeting of stockholders to be held in 2029, or until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

		Shares Voted
Name		For				Withheld				Broker Non-Votes
Vicki Mealer-Burke			65,489,872				45,085,559				102,823,665
Douglas Mellinger			100,494,708				10,080,723				102,823,665

Proposal No. 2: Ratification of Appointment of Accounting Firm

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Shares Voted
For				Against				Abstentions
	208,334,659				4,190,775				873,662

Proposal No. 3: Approval, on an advisory basis, of the compensation of the Named Executive Officers

The stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.

Shares Voted
For				Against				Abstentions				Broker Non-Votes
	64,973,538				44,975,240				626,653				102,823,665

Proposal No. 4: Approval of Amendment to the 2018 Plan

The stockholders approved the Amendment.

Shares Voted
For				Against				Abstentions				Broker Non-Votes
	83,714,947				26,423,491				436,993				102,823,665

No other matters were presented for consideration or stockholder action at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Third Amendment to MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
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 thereunto duly authorized.

	MARA HOLDINGS, INC.
Date: June 22, 2026	By:	/s/ Zabi Nowaid
	Name:	Zabi Nowaid
	Title:	General Counsel and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 11.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB