Business Context and Reporting Period
This Form 8-K filing by MARA Holdings, Inc. (NASDAQ: MARA) reports events occurring on February 20, 2026. The filing details the approval of new equity award agreements under the Company's Amended and Restated 2018 Equity Incentive Plan by the Talent, Culture and Compensation Committee.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and executive compensation structures rather than financial performance results.
Material Changes
The primary material change is the adoption of new forms of award agreements for:
- Restricted Stock Units (RSUs): Vesting occurs in 11 quarterly installments from April 1, 2026, to December 31, 2028, contingent on continued employment.
- Performance-Based Restricted Stock Units (PSUs): Subject to fiscal year 2026 performance metrics (Economic Triad Megawatt Capacity and Annual Recurring Revenues) and a Relative Total Shareholder Return (Relative TSR) modifier over a three-year period (2026–2028).
Guidance, Outlook, and Management Commentary
Management has established specific performance targets and payout caps for the 2026 long-term incentive program:
- Performance Metrics: PSUs are tied to Economic Triad Megawatt Capacity and Annual Recurring Revenues.
- Payout Structure: PSU payouts may range below or above target, with a maximum performance-based payout of 249% of the target number.
- TSR Modifier: A Relative TSR modifier applies over three years. If the multiplier is below 100%, reductions apply only to unvested installments. If above 100%, the multiplier applies to total earned PSUs.
- Aggregate Cap: The total payout for the cycle (RSUs, PSUs, and TSR adjustments) cannot exceed 200% of the aggregate target long-term incentive opportunity.
- Change in Control: Unvested PSUs will be treated as RSUs with performance conditions deemed achieved at target levels.
Investor Verification Checklist
- Verify the specific definitions of "Economic Triad Megawatt Capacity" and "Annual Recurring Revenues" in the attached Form PSU Award Agreement (Exhibit 10.2).
- Confirm the exact number of RSUs and PSUs granted to specific officers, as this filing only approves the forms of the agreements.
- Review the Relative TSR peer group selection criteria used for the three-year performance period.
- Monitor future filings for the actual vesting schedules and settlement dates based on the 2026 performance certification.