Form 8-K

8-K — MARA Holdings, Inc.

Accession: 0001493152-26-029615

Filed: 2026-06-22

Period: 2026-06-18

CIK: 0001507605

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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)

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

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 ☐

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.

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.

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

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

THIRD

AMENDMENT

MARA

HOLDINGS, INC.

AMENDED

AND RESTATED

2018

EQUITY INCENTIVE PLAN

This

Third Amendment (this “Amendment”) to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the

“Plan”) is effective as of June 18, 2026.

1. Section

4 of the Plan is hereby amended in its entirety to read as follows:

“4.

Stock Reserved for the Plan. Subject to adjustment as provided in Section 8 hereof, a total of 81,000,000 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), shall be subject to the Plan. The shares of Common

Stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the

Company, and such number of shares of Common Stock shall be and is hereby reserved for such purpose. Any of such shares of Common Stock

that may remain unissued and that are not subject to outstanding Options, Preferred Stock or Warrants at the termination of the Plan

shall cease to be reserved for the purposes of the Plan, but until termination of the Plan, the Company shall at all times reserve a

sufficient number of shares of Common Stock to meet the requirements of the Plan. Should any Securities expire or be canceled prior to

its exercise, satisfaction of conditions or vesting in full, as applicable, or should the number of shares of Common Stock to be delivered

upon the exercise or vesting in full of an Option or Warrant or award of Restricted Stock or RSU or conversion of Preferred Stock be

reduced for any reason, the shares of Common Stock theretofore subject to such Option, Warrant, Restricted Stock, RSU or Preferred Stock,

as applicable, may be subject to future Options, Warrants, Restricted Stock, RSUs or Preferred Stock under the Plan, except where such

reissuance is inconsistent with the provisions of Section 162(m) of the Code where qualification as performance-based compensation under

Section 162(m) of the Code is intended.”

2. Except

as expressly set forth above, the terms and conditions of the Plan shall remain unchanged

by this Amendment and the Plan shall remain in full force and effect in accordance with its

terms.

[Signature

Page Follows]

WITNESS WHEREOF, MARA Holdings, Inc. has caused the undersigned to execute this Amendment as of the date first written above.

MARA

HOLDINGS, INC.

/s/

Fred Thiel

Name:

Fred

Thiel

Title:

Chief

Executive Officer and Chairman of the Board

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

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Entity Address, Address Line Two

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