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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): February 20, 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.
On
February 20, 2026, the Talent, Culture and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
of MARA Holdings, Inc. (the “Company”) approved new forms of award agreements for grants of (i) restricted stock units (“RSUs”)
(the “Form RSU Award Agreement”) and (ii) performance-based restricted stock units (“PSUs”) (the “Form
PSU Award Agreement”) under the Company’s Amended and Restated 2018 Equity Incentive Plan, as amended (the “Plan”).
RSUs
granted pursuant to the Form RSU Award Agreement will vest in eleven (11) substantially equal quarterly installments during the period
beginning on April 1, 2026, and ending on December 31, 2028, subject to the award holder’s continued employment through the applicable
vesting dates.
PSUs
granted pursuant to the Form PSU Award Agreement are subject to both a performance-based vesting condition and a time-based vesting condition.
The
performance-based vesting condition is based on the Company’s achievement during fiscal year 2026 of the following performance
metrics: (i) Economic Triad Megawatt Capacity and (ii) Annual Recurring Revenues, in each case as defined in the Form PSU Award Agreement.
The number of PSUs earned will be determined by application of a performance achievement multiplier, which may result in a payout below
or above target, subject to a maximum performance-based payout of 249% of the target number of PSUs.
Following
certification of performance by the Committee, one-third of the earned PSUs will be settled within 30 days following certification, and
the remaining two-thirds will vest in two equal annual installments on the first and second anniversaries of the certification date,
subject to the recipient’s continued employment through the applicable vesting dates.
All
earned PSUs are further subject to a Relative Total Shareholder Return (“Relative TSR”) modifier measured over a three-year
performance period beginning January 1, 2026 and ending December 31, 2028. If the Relative TSR multiplier determined by the Committee
is less than 100%, any reduction will apply only to the installment that remains unvested as of the determination date, and no previously
vested and settled installment will be subject to forfeiture or clawback solely as a result of Relative TSR underperformance. If the
Relative TSR multiplier exceeds 100%, the multiplier will be applied to the total number of earned PSUs, and any incremental number of
PSUs attributable to previously settled installments will be settled at the time of settlement of the final installment.
Notwithstanding
the foregoing, in no event will the aggregate payout under the Company’s long-term incentive program for the applicable performance
cycle, including RSUs, PSUs and any Relative TSR adjustment, exceed 200% of the aggregate target long-term incentive opportunity granted
for such cycle.
If
a Change in Control (as defined in the Plan) occurs before any PSUs granted pursuant to the Form PSU Award Agreement become fully vested,
unvested PSUs will be treated in the same manner as RSUs, except that the applicable performance-based vesting conditions will be deemed
achieved at target level, subject to the terms of the Plan and the applicable award agreement.
The
foregoing description is qualified in its entirety by reference to the Plan, the Form RSU Award Agreement and the Form PSU Award Agreement,
copies of which are filed as exhibits hereto and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
2026 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan |
| 10.2 |
|
2026 Form of Performance Based Restricted Stock Unit Awards under the 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 hereunto duly authorized.
| |
MARA
HOLDINGS, INC. |
| |
|
| Date:
February 25, 2026 |
By: |
/s/
Zabi Nowaid |
| |
Name: |
Zabi
Nowaid |
| |
Title: |
General
Counsel and Corporate Secretary |
