8-K current report · filed Feb 25, 2026

MARA Holdings, Inc. (MARA) 8-K Current Report: February 25, 2026

Item 5.02MARA overview

Short answer

MARA Holdings, Inc. (MARA) filed an 8-K current report with the SEC on February 25, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers). RSU vesting: 11 equal quarterly installments from Apr 1, 2026 through Dec 31, 2028, tied to continued employment.

MARA Holdings, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • RSU vesting: 11 equal quarterly installments from Apr 1, 2026 through Dec 31, 2028, tied to continued employment
  • PSU payout driven by two 2026 metrics: Economic Triad Megawatt Capacity and Annual Recurring Revenues; max performance payout 249% of target
  • Relative TSR modifier applied over 3-year period (2026–2028) caps total LTI payout (RSUs + PSUs + TSR adj) at 200% of aggregate target
  • Change of Control triggers performance deemed achieved at target level, unvested PSUs treated as RSUs: protects employees but limits upside in CoC scenario
  • Structure signals MARA tying executive pay to operational scale (MW capacity) and revenue growth, aligning incentives with Bitcoin mining expansion

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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