MARA Holdings, Inc. Announces New Equity Incentive Award Agreements

Key Points from the Form 8-K Filing

• Date of Event: February 20, 2026
• Filing Type: Form 8-K (Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934)
• Trading Symbol: MARA
• Exchange: NASDAQ Capital Market
• Company: MARA Holdings, Inc.
• Major Corporate Action: Approval of new forms of award agreements for restricted stock units (RSUs) and performance-based restricted stock units (PSUs) under the Amended and Restated 2018 Equity Incentive Plan

Details of the New Award Agreements

On February 20, 2026, the Talent, Culture and Compensation Committee of the Board of Directors of MARA Holdings, Inc. approved new forms of award agreements for granting RSUs and PSUs. These agreements are a part of the company’s Amended and Restated 2018 Equity Incentive Plan, which has been updated to reflect these new forms.

• Restricted Stock Units (RSUs):
  • RSUs may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except as expressly provided for in the Plan or as determined by the Committee on a case-by-case basis.
  • No dividend equivalents: Dividends (cash or shares) are not credited to the recipient until the RSU shares are actually issued.
  • Restrictions on resale: Recipients must not sell any shares issued pursuant to the RSU agreement if prohibited by applicable laws, company policies, or agreements with underwriters. This restriction applies until termination of service and potentially for a period thereafter.
  • Tax withholding: Recipients must pay or make arrangements to satisfy all withholding obligations. The company may withhold shares to cover minimum statutory withholding amounts, or withhold from proceeds of share sales.
  • Compliance: The issuance of RSUs and shares is subject to compliance with all applicable laws and regulations.
  • Electronic delivery: Recipients consent to the electronic delivery of all plan documents and disclosures.
  • Recoupment: RSUs may be subject to cancellation and any gains realized may be recouped if required by company policy or law.
• Performance-Based Restricted Stock Units (PSUs):
  • PSUs are subject to similar transfer and resale restrictions as RSUs.
  • No dividend equivalents until shares are issued.
  • Tax consequences: Recipients are advised to consult a tax adviser; generally, PSUs are not taxed upon grant or vesting but are taxed as ordinary income upon settlement.
  • Withholding: Recipients are responsible for any tax-related items required by law.
  • Aggregate payout limitation: The total payout under the company’s long-term incentive plan for the applicable performance cycle (including time-based RSUs, PSUs, and any Relative Total Shareholder Return (TSR) adjustment) cannot exceed a specified percentage of the aggregate target long-term incentive opportunity granted for that cycle. If application of the Relative TSR Multiplier or other adjustment would exceed this limit, the number of PSUs settled will be reduced to comply.
  • Performance Achievement Multiplier: The number of PSUs awarded depends on the company’s achievement of specific performance metrics, as determined by the Committee in its sole discretion.
  • Relative TSR: Performance is measured relative to the Russell 2000 Index, based on the company’s closing stock price compared to the index at the start and end of the performance period.
  • Electronic delivery and acceptance: If the company uses an electronic capitalization table system (e.g., Shareworks, Carta, Equity Edge), acceptance and signatures may be executed online.
• Exhibits Filed:
  • 2026 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
  • 2026 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
  • Cover Page Interactive Data File (embedded within the Inline XBRL document)

Potential Price-Sensitive Information for Shareholders

• Introduction of New RSU and PSU Agreements:
  The approval and introduction of new forms of RSU and PSU award agreements could significantly impact the company’s compensation structure, employee incentives, and potentially shareholder dilution. These changes may affect the company’s ability to attract and retain talent, as well as the alignment of management interests with shareholders.
• Long-Term Incentive Plan Payout Limits:
  The explicit cap on aggregate payouts for the performance cycle is critical. This limits potential dilution and helps shareholders understand the maximum exposure from equity grants.
• Performance Metrics and Relative TSR:
  The use of performance achievement multipliers and relative TSR adjustments ties compensation to stock performance compared to the Russell 2000 Index. This could improve shareholder alignment but may also create volatility in compensation outcomes.
• Tax and Withholding Obligations:
  Recipients are responsible for all tax-related items, and withholding may occur through various arrangements, including share withholding or proceeds from share sales.
• Electronic Execution:
  The company’s move to electronic systems for award delivery and acceptance reflects modernization and may streamline processes.
• Recoupment Policy:
  RSUs and PSUs may be subject to cancellation and recoupment in certain circumstances, providing additional protection for the company and shareholders.

Implications for Share Value

The approval of new RSU and PSU agreements, especially those tied to performance metrics and capped payouts, could be viewed positively by investors, as it demonstrates a commitment to aligning executive compensation with shareholder interests and controlling dilution. However, shareholders should monitor the impact of these awards on total share count and potential dilution, as well as how performance metrics are set and achieved.

Any changes to compensation plans that affect management incentives or potential share issuance may influence share price, depending on investor perception of their effectiveness and fairness.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult their financial advisors before making investment decisions. The information above is based on the Form 8-K and attached exhibits filed by MARA Holdings, Inc. on February 20, 2026.

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