DEF 14A of MARA Holdings, Inc., Apr 30, 2026

DEF 14A of MARA Holdings, Inc.

Filed Apr 30, 2026 · FY20250001507605-26-000010

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board has nominated Vicki Mealer-Burke and Douglas Mellinger for re-election to our Board as Class III directors. If elected at the Annual Meeting, Ms. Mealer-Burke and Mr. Mellinger would serve until our annual meeting of stockholders to be held in 2029, or until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.

  2. Director Nominees

    | 2026 PROXY STATEMENT | 5 |

  3. Director Nominees

    The election of each of our director nominees requires a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote “FOR” each director or “WITHHOLD” their vote for any director with respect to this Proposal No. 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. This proposal is considered a non-routine matter. A broker, bank or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal. If no contrary indication is made, returned proxies will be voted “FOR” each of the Class III director nominees.

  4. Our 2026 Directors and Nominees

    Our 2026 Directors and Nominees

  5. Board Qualifications

    Board Qualifications Our directors and nominees have a wide range of skills, experiences and leadership to oversee MARA’s execution of its strategy.

  6. Board Qualifications

    | | Skill / Experience / Expertise | | | | | | | | | | | | | Director | | | | | | | | | | | | | | Antoun | ● | ● | ● | ● | ● | | ● | ● | ● | | ● | ● | | Humpton | ● | ● | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | George | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | | Leupp | ● | | | ● | ● | ● | ● | ● | ● | | ● | | | Mealer-Burke | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | | Mellinger | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | | Thiel | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● |

  7. Board Qualifications

    | | Executive Leadership | | Sales/Marketing | | Cybersecurity | | | Technology/Industry | | Human Capital Management | | Public Policy/Legal/Regulatory | | | International Operations | | Risk Management | | Business Transformation/Strategy | | | Financial Expertise/Literacy | | Corporate Governance | | Energy/Sustainability |

  8. Board Qualifications

    | 6 | |

  9. Director Biographies

    Director Biographies

  10. Director Nominees

    Director Nominees Our Board has nominated the two directors set forth in the table below for reelection as Class III directors at the Annual Meeting. The information below includes certain biographical information about each director nominee, as well as selected information about the specific qualifications, attributes, skills and experience that led our Board to conclude that each director nominee is qualified to serve on our Board.

  11. Director Nominees

    | Independent: Yes Board Committees: Talent, Culture and Compensation (Chair); Nominating and Corporate Governance; Social Responsibility Other Directorships and Memberships: Make-A-Wish Foundation of San Diego (former director); LEAD San Diego (former director) | | Vicki Mealer-Burke Former Chief Diversity Officer of QUALCOMM | | | | | Age: 64 Director Since: April 1, 2024 | | | | Professional Experience | | | | | | | | | •Former Executive, QUALCOMM Incorporated. Held a range of senior leadership roles during 26-year tenure at one of the world’s leading wireless technology companies, including Chief Diversity Officer, Vice President of Human Resources, Vice President and General Manager of QUALCOMM Education and Senior Director of Product Management, overseeing functions spanning global business development, product management, operations and human resources. •Operational and Strategic Leadership. Contributed to QUALCOMM’s global growth, helping the company scale from $2 billion in annual revenue and 6,000 employees to over $36 billion in revenue and 50,000 employees. | | | •First Chief Diversity Officer. Championed inclusive leadership and cultural transformation, establishing initiatives to build a more diverse and purpose-driven global workforce as QUALCOMM’s inaugural Chief Diversity Officer. •Advisory Board Membership. Served as a member on MARA’s advisory board from September 2022 to April 2024. •Academic Background. B.B.A. in Management Information Systems from Iowa State University’s Ivy College of Business and an M.A. in Administration from The Ohio State University. | | | | Skills and Experience Supporting Board Membership Our Board believes Ms. Mealer-Burke is qualified to serve as a member of our Board due to her extensive leadership experience in the technology industry, including over two decades in senior roles at a global Fortune 500 company. Her proven ability to navigate complex and rapidly evolving business environments, coupled with her expertise across operations, product management and human capital strategy, brings valuable perspective to the Board. In addition, her prior service as a member of our advisory board provides her with a deep understanding of our business, culture and strategic priorities. | | | | | | | | | | Executive Leadership | | | Sales/Marketing | | | Cybersecurity | | | Technology/Industry | | | Human Capital Management | | | Business Transformation/Strategy | | | International Operations | | | Risk Management | | | | | | Financial Expertise/Literacy | | | Corporate Governance | | | |

  12. Director Nominees

    | 2026 PROXY STATEMENT | 7 |

  13. Director Nominees

    | Lead Independent Director Independent: Yes Board Committees: Nominating and Corporate Governance (Chair); Social Responsibility; Technology and Strategy Other Directorships and Memberships: IEC; Campden IPI | | Douglas Mellinger Managing Director of Clarion Capital Partners | | | | | Age: 61 Director Since: March 31, 2022 | | | | Professional Experience | | | | | | | | | •Managing Director, Clarion Capital Partners. Plays a key leadership role at a lower middle market private equity and structured credit asset management firm, which he joined in 2013, and focuses on driving value creation across portfolio companies. •Co-founder, Foundation Source. Helped launch Foundation Source, the leading provider of outsourced services and technology for private foundations. •Founder, Chairman and Chief Executive Officer, enherent Corp. Built a global software development and services firm that twice earned recognition on the Inc. 500 list and Deloitte’s Technology Fast 500 and Fast 50 rankings. | | | •Investment Leadership. Held senior positions at Palm Ventures and Zeno Ventures, bringing strategic and operational expertise to high-growth businesses. •Extensive Board and Advisory Experience. Served on the boards of numerous private and public companies, as well as advisory boards to government agencies, universities, and nonprofit organizations. •Entrepreneurial and Industry Leadership. Active member and past leader within Young Entrepreneurs’ Organization and Young Presidents’ Organization, contributing to entrepreneurial ecosystems globally. •Academic Background. B.S. in Entrepreneurial Science from Syracuse University. | | | | Skills and Experience Supporting Board Membership Our Board believes Mr. Mellinger is qualified to serve as a member of our Board due to his extensive finance and investment experience, as well as his track record of building, leading and advising public and private companies across the technology and financial sectors. As a managing director at a private equity and structured credit firm and a founder of multiple successful ventures, Mr. Mellinger brings deep expertise in capital markets, governance and strategic growth. His broad board experience across corporate, nonprofit and government organizations further enhances his ability to provide valuable oversight and strategic perspective to MARA. | | | | | | | | | | Executive Leadership | | | Sales/Marketing | | | Public Policy/Legal/Regulatory | | | Technology/Industry | | | Human Capital Management | | | Business Transformation/Strategy | | | International Operations | | | Risk Management | | | | | | Financial Expertise/Literacy | | | Corporate Governance | | | |

  14. Director Nominees

    | 8 | |

  15. Continuing Directors

    Continuing Directors The table below sets forth our Class I and Class II directors, whose terms will expire at our annual meetings to be held in 2027 and 2028, respectively.

  16. Continuing Directors

    | Independent: Yes Board Committees: Technology and Strategy (Chair); Risk and Audit Prior Public Company Directorships: NanoString Technologies, Inc. Other Directorships and Memberships: Gandeeva Therapeutics | | Janet George Executive Vice President of Artificial Intelligence of Mastercard | | | | | Age: 59 Director Since: September 1, 2024 | | | | Professional Experience | | | | | | | | | •Executive Vice President of Artificial Intelligence, Mastercard Incorporated. Joined Mastercard in 2025 and leads AI strategy and innovation with a focus on enhancing, protecting and personalizing payments through cutting-edge AI technology. •Corporate Vice President and General Manager, Data Center and AI, Intel Corporation. Oversaw a multi-billion dollar business unit focused on AI and machine learning SaaS growth, operational performance and large-scale technology integration from 2022 to 2024. •M&A and Scaling Expertise. Successfully led execution and integration of major acquisitions, including Intel’s $650 million acquisition of a cloud AI-based workload optimization company. | | | •Group Vice President, Oracle Corporation. Built a $1 billion AI business on Oracle Cloud Infrastructure, leading major industry deals and driving Oracle’s growth in the cloud market from 2019 to 2021. •Senior Technology Leadership. Held executive roles at Western Digital, Accenture, Yahoo, eBay and Apple, consistently delivering growth, operational efficiencies and innovative technology solutions. •Academic Background. Master’s degree in computer applications from Kerela University and a bachelor’s degree in computer science, mathematics and physics from Pune University. | | | | Skills and Experience Supporting Board Membership Our Board believes Ms. George is qualified to serve as a member of our Board due to her deep expertise in artificial intelligence, cloud infrastructure and high-growth technology environments. Her experience driving innovation, executing complex acquisitions and delivering operational efficiency across global enterprises makes her a valuable contributor to the Board’s oversight of MARA’s technology strategy and growth. | | | | | | | | | | Executive Leadership | | | Financial Expertise/Literacy | | | Corporate Governance | | | Technology/Industry | | | Human Capital Management | | | Cybersecurity | | | International Operations | | | Risk Management | | | Business Transformation/Strategy |

  17. Continuing Directors

    | 2026 PROXY STATEMENT | 9 |

  18. Continuing Directors

    | Independent: Yes Board Committees: Social Responsibility (Chair); Talent, Culture and Compensation; Technology and Strategy Current Public Company Directorships: USA Rare Earth, Inc. Prior Public Company Directorships: Triumph Group, Inc.; Fluence Energy, Inc. Other Directorships and Memberships: Federal Reserve Bank of Richmond | | Barbara Humpton Chief Executive Officer of USA Rare Earth, Inc. | | | | | Age: 65 Director Since: September 1, 2024 | | | | Professional Experience | | | | | | | | | •Chief Executive Officer, USA Rare Earth. Leads the company’s mission to develop a secure, fully integrated domestic supply chain for critical minerals essential to advanced manufacturing, defense, clean energy and high-tech applications. •President and Chief Executive Officer, Siemens USA. From 2018 to 2025, led a $19 billion portfolio spanning energy-efficient technologies, smart infrastructure and healthcare, with a focus on innovation, digitalization and sustainability. •Technology and Operational Leadership. Oversaw the integration of AI and industrial data to drive continuous improvement and efficiency across Siemens USA’s operations. | | | •Senior Executive, Booz Allen Hamilton and Lockheed Martin. Held key leadership roles contributing to national security, defense and advanced technology development. •Public-Private Leadership. Served on advisory boards for both the Trump and Biden administrations, recognized for her leadership in driving impactful public-private sector collaboration. •Board Service. Currently serves on the boards of USA Rare Earth and the Federal Reserve Bank of Richmond, and formerly served on the boards of Fluence Energy and Triumph Group, bringing a broad perspective on energy and industrial innovation and economic policy. •Academic Background. B.A in mathematics from Wake Forest University. | | | | Skills and Experience Supporting Board Membership Our Board believes Ms. Humpton is qualified to serve as a member of our Board due to her extensive leadership experience in the energy, technology and infrastructure sectors. As Chief Executive Officer of USA Rare Earth, she is leading the development of a fully integrated domestic supply chain for rare earth elements and permanent magnets, advancing U.S. capabilities in clean energy, defense and advanced manufacturing. As the former President and Chief Executive Officer of Siemens USA, she oversaw large-scale innovation and digital transformation across a $19 billion portfolio. Her expertise in applying advanced technologies to complex industrial systems brings valuable insight to the Board as MARA continues to scale its infrastructure and energy operations. In addition to her executive leadership, Ms. Humpton brings valuable governance expertise through her service on the boards of public companies and major institutions. | | | | | | | | | | Executive Leadership | | | Human Capital Management | | | Public Policy/Legal/Regulatory | | | Technology/Industry | | | Risk Management | | | Business Transformation/Strategy | | | International Operations | | | Corporate Governance | | | Energy/Sustainability | | | Financial Expertise/Literacy | | | Cybersecurity | | | |

  19. Continuing Directors

    | 10 | |

  20. Continuing Directors

    | Independent: No Board Committees: None Other Directorships and Memberships: Auradine, Inc.; Oden Technologies | | Fred Thiel Chairman and Chief Executive Officer of MARA Holdings, Inc. | | | | | Age: 65 Director Since: April 24, 2018 | | | | Professional Experience | | | | | | | | | •Chairman and Chief Executive Officer, MARA. Leads the premier Bitcoin mining company, having grown its market capitalization from under $30 million to over $5 billion and its global footprint to span four continents. •Chairman, Thiel Advisors. Provided deep technology sector operating expertise and strategic advisory services to private equity and venture capital firms, as well as public and private company boards, prior to leading MARA in 2021. •Chief Executive Officer, Local Corporation and Lantronix, Inc. Held top leadership roles at publicly traded technology companies. | | | •Over 35 Years’ Experience in the Technology Sector. Brings deep expertise across digital assets, artificial intelligence, semiconductors and enterprise software, with a track record of leading innovation and driving strategic growth. •Leadership in Young Presidents’ Organization (YPO). Actively involved in global business leadership networks, having led initiatives within YPO’s FinTech and Technology Networks. •Academic Background. Attended classes at the Stockholm School of Economics and Harvard Business School. | | | | Skills and Experience Supporting Board Membership Our Board believes Mr. Thiel is qualified to serve as a member of our Board due to his extensive leadership experience, deep knowledge of MARA’s operations and strategy and expertise in blockchain and digital asset technologies. As its Chairman and Chief Executive Officer, Mr. Thiel has been instrumental in driving MARA’s growth and operational scale, and his comprehensive understanding of MARA’s business and industry positions him to provide valuable insight and effective oversight as a member of the Board. | | | | | | | | | | Executive Leadership | | | Sales/Marketing | | | Public Policy/Legal/Regulatory | | | Technology/Industry | | | Human Capital Management | | | Business Transformation/Strategy | | | International Operations | | | Risk Management | | | Energy/Sustainability | | | Financial Expertise/Literacy | | | Corporate Governance | | | |

  21. Continuing Directors

    | 2026 PROXY STATEMENT | 11 |

  22. Continuing Directors

    | Independent: Yes Board Committees: Risk and Audit; Social Responsibility; Technology and Strategy Prior Public Company Directorships: Ruckus Wireless, Inc.; Violin Memory, Inc. Other Directorships and Memberships: University of Louisiana’s College of Engineering Dean’s Advisory Council board member | | Georges Antoun Chief Commercial Officer of First Solar | | | | | Age: 63 Director Since: May 20, 2021 | | | | Professional Experience | | | | | | | | | •Chief Commercial Officer, First Solar, Inc. Appointed in July 2016 after serving as Chief Operating Officer and later as President, U.S.; instrumental in shaping commercial strategy for one of the world’s leading solar companies. •Venture Partner, Technology Crossover Ventures (TCV). Provided operational expertise to a top-tier technology-focused private equity and venture capital firm. •Executive Leadership at Ericsson and Redback Networks. Led global IP and broadband networks at Ericsson; previously served as senior vice president of worldwide sales and operations of Redback Networks and then as chief executive officer of the Redback Networks subsidiary following its acquisition by Ericsson. | | | •Senior Leadership at Cisco Systems. Held several key executive roles, including Vice President of Worldwide Systems Engineering, Optical Operations, and Carrier Sales. •Early Career at NYNEX (now Verizon). Began his career as a member of the technical staff in the Science and Technology Division, developing foundational expertise in communications infrastructure. •Energy Advisory Council. Serves on the Federal Reserve Bank of Atlanta’s Energy Advisory Council, providing strategic guidance on energy policy. •Academic Background. B.S. in Engineering from the University of Louisiana at Lafayette and an M.S. in Information Systems Engineering from the Polytechnic Institute of New York University. | | | | Skills and Experience Supporting Nomination Our Board believes Mr. Antoun is qualified to serve as a member of our Board due to his more than 30 years of leadership across the global technology sector. He has held senior executive roles at industry-leading companies and brings deep expertise in scaling operations, driving innovation and navigating complex global markets. His prior board service and experience overseeing strategic growth initiatives further enhance his ability to contribute meaningfully to the Board’s oversight and decision-making. | | | | | | | | | | Executive Leadership | | | Sales/Marketing | | | Business Transformation/Strategy | | | Technology/Industry | | | Risk Management | | | Energy/Sustainability | | | International Operations | | | Corporate Governance | | | | | | Financial Expertise/Literacy | | | Cybersecurity | | | |

  23. Continuing Directors

    | 12 | |

  24. Continuing Directors

    | Independent: Yes Board Committees: Risk and Audit (Chair); Talent, Culture and Compensation; Nominating and Corporate Governance Current Public Company Directorships: Healthcare Realty Trust Incorporated; Apartment Investment and Management Company Other Directorships and Memberships: G.W. Williams Company; Certified Public Accountant (inactive status) | | Jay Leupp Managing Partner and Senior Portfolio Manager of Terra Firma Asset Management | | | | | Age: 62 Director Since: May 20, 2021 | | | | Professional Experience | | | | | | | | | •Managing Partner, Terra Firma Asset Management, LLC. Leads investment strategy and portfolio management for real estate securities, bringing decades of financial, real estate and asset management expertise. •Managing Director, Lazard Asset Management. Led Lazard’s global real estate securities practice, a business that was created with the sale of Grubb & Ellis Alesco Global Advisors to Lazard in 2011. •Founder, President and Chief Executive Officer, Grubb & Ellis Alesco Global Advisors. Established and led a real estate securities mutual fund platform, serving as Senior Portfolio Manager until the firm’s acquisition by Lazard. | | | •Managing Director, Real Estate Equity Research. Directed real estate equity research at RBC Capital Markets, an investment banking division of the Royal Bank of Canada, as well as Robertson Stephens & Company, formerly an investment banking firm. •Early Career in Real Estate and Accounting. Gained foundational experience at Staubach Company, specializing in the leasing, acquisition and financing of commercial real estate; Trammell Crow Company, a leading commercial real estate development and investment firm; and KPMG Peat Marwick. •Academic Background. B.S. in Business Administration from Santa Clara University and an MBA from Harvard Business School. | | | | Skills and Experience Supporting Nomination Our Board believes Mr. Leupp is qualified to serve as a member of our Board because of his extensive audit and finance expertise, as well as his long-standing experience in investment management and capital markets. As a senior executive at multiple global financial institutions and member of publicly traded company boards, Mr. Leupp brings deep knowledge of financial reporting, risk oversight and corporate governance, which are critical to the Board’s oversight responsibilities. | | | | | | | | | | Executive Leadership | | | Human Capital Management | | | Cybersecurity | | | Financial Expertise/Literacy | | | Risk Management | | | Business Transformation/Strategy | | | Sales/Marketing | | | Corporate Governance | | | |

  25. Continuing Directors

    | 2026 PROXY STATEMENT | 13 |

  26. Director Compensation

    Director Compensation

  27. Director Compensation Program

    Director Compensation Program We structure the compensation program for non-employee directors to reflect the significant time commitment, responsibilities and risks associated with serving on the board of a complex and highly regulated company, as well as to remain competitive with peer practices. Our industry presents unique challenges that can make recruiting and retaining highly qualified directors more difficult, including heightened regulatory oversight, evolving compliance requirements and increased scrutiny from stakeholders. In addition, service on our Board requires substantial engagement beyond regular meetings, including deep oversight of strategic, operational and risk matters and responsiveness to a dynamic external environment. Directors also dedicate significant time to engage with management as subject matter experts outside of formal meetings. As a result, we provide a compensation program designed to appropriately recognize these demands and to attract and retain directors with the experience and expertise necessary to effectively oversee our business. Our Talent, Culture and Compensation Committee, consisting entirely of independent directors, has primary responsibility for periodically reviewing and considering any revisions to director compensation. The Board believes that each of our non-employee directors should be compensated through a mix of cash and equity-based compensation. The following charts describe each component of our non-employee director compensation program for 2025.

  28. Director Compensation Program

    | Non-employee Director Compensation | Additional Annual Cash Retainers | | | |

  29. Director Compensation Program

    Our non-employee director compensation program consists of a combination of cash retainers and equity awards. Directors receive an annual cash retainer of $100,000 for Board service, along with an additional $30,000 annual retainer for committee membership. Committee chairs receive an annual retainer of $50,000. In February 2026, the Board approved an increase in the Lead Independent Director’s annual cash retainer from $35,000 to $50,000. In addition, non-employee directors are granted annual equity awards in the form of RSUs with a target value of $600,000. Director fees are payable in arrears in quarterly installments and are prorated for any partial quarter of Board or committee service. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings. Directors do not receive additional fees for meeting attendance. This information does not include compensation paid to Mr. Thiel, our Chief Executive Officer and Chairman of the Board, who does not receive any additional compensation for his service as a director. Information regarding Mr. Thiel’s compensation paid in 2025 is described in the tables and narrative discussion in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.”

  30. Director Compensation Program

    | 26 | |

  31. Director Compensation Program

    Director Compensation

  32. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth all compensation paid or awarded to our non-employee directors for service to us during 2025. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our directors.

  33. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Georges Antoun | $167,500 | $600,000 | $767,500 | | Janet George | $202,500 | $600,000 | $802,500 | | Barbara Humpton | $210,000 | $600,000 | $810,000 | | Jay Leupp | $187,500 | $600,000 | $787,500 | | Vicki Mealer-Burke | $210,000 | $600,000 | $810,000 | | Douglas Mellinger | $245,000 | $600,000 | $845,000 |

  34. 2025 Director Compensation Table

    (1)Consists of RSUs granted for Board service in 2025. Amounts reflect the grant date fair value of RSUs granted for service to the Company during the year computed in accordance with ASC Topic 718. The grant date fair value was based on the Company’s closing stock price of $13.92 on February 28, 2025, the grant date. The aggregate number of outstanding stock awards held by each of our independent directors as of December 31, 2025 consisted of 43,103 RSUs.

  35. 2025 Director Compensation Table

    | 2026 PROXY STATEMENT | 27 |

  36. 2025 Director Compensation Table

    | PROPOSAL 2 | | | Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm | | | | Our Board unanimously recommends a vote “FOR” the Ratification of Appointment of Independent Registered Public Accounting Firm |

  37. 2025 Director Compensation Table

    Our Risk and Audit Committee has selected PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. PwC has audited our financial statements since 2025. Services provided to us and our subsidiaries by Marcum LLP (“Marcum”), our former independent registered public accounting firm, for the fiscal year ended December 31, 2024 are described below within the section of this Proxy Statement titled “Auditor Fees and Services.” Neither our governing documents nor applicable law require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, our Board is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, our Risk and Audit Committee will reconsider whether to continue retaining PwC. Even if the selection is ratified, our Risk and Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in our and our stockholders’ best interests. Representatives of PwC are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

  38. Compensation Discussion and Analysis Roadmap

    | | | Page | | Executive Summary | Summary of our key business and performance highlights, our 2025 executive compensation highlights, our corporate governance and executive compensation-related policies and practices and our most recent stockholder advisory vote and engagement on the compensation of our Named Executive Officers | 36 | | Executive Compensation Philosophy and Objectives | Discussion of our compensation philosophy and objectives | 43 | | Compensation-Setting Process | Summary of how the Compensation Committee oversees our executive compensation program and sets executive pay, as well as the roles of management and the compensation consultant, and the competitive positioning of our primary executive compensation elements | 45 | | Compensation Elements | Discussion and analysis of our primary executive compensation elements | 49 | | Other Compensation Elements | Discussion of our health and welfare benefit plans and our policy on perquisites and other personal benefits | 56 | | Employment Agreements | Discussion of our use of written executive employment agreements | 57 | | Post-Employment Compensation | Discussion of executive severance and change-in-control arrangements | 58 | | Other Compensation Policies | Description of various additional policies that impact the effective administration of our executive compensation program | 59 | | Tax and Accounting Considerations | Description of significant income and other tax requirements and accounting rules that may impact our executive compensation program | 60 |

  39. Key 2025 Executive Compensation Highlights

    Key 2025 Executive Compensation Highlights Total compensation reported in the Summary Compensation Table for our Named Executive Officers decreased year over year for 2025 compared to 2024, including a reduction of approximately 37% for our Chief Executive Officer. Importantly, no modification or other special action was taken by the Compensation Committee with respect to equity awards granted in 2025, unlike 2024, when a one-time accounting modification to previously granted equity awards resulted in higher reported compensation in the Summary Compensation Table, without reflecting any additional compensation paid or awarded to the Named Executive Officers. The Compensation Committee took the following actions with respect to the compensation of our Named Executive Officers:

  40. Key Themes from Stockholder Engagement and Actions Taken

    Key Themes from Stockholder Engagement and Actions Taken The feedback and perspectives that we received from stockholders provided us with valuable and direct insight on our executive compensation program. Throughout the engagement meetings, we heard a range of diverse stockholder perspectives. However, the Compensation Committee observed four key themes that emerged across our meetings as reasons that a majority of stockholders did not support our say-on-pay proposal, including (i) concerns regarding the rigor, strategic alignment and time horizon of our long-term incentive plan, (ii) the level of disclosure of the design of the annual cash bonus program, (iii) the lack of clarity regarding the committee’s rationale for modifying the comparator index for the 2024 PSU awards; and (iv) the magnitude of pay for our Named Executive Officers and non-employee directors. Stockholders also emphasized the importance of transparency around our short-term and long-term incentive program performance metrics and actual results measured against these metrics. The table below summarizes feedback relating to these key themes, together with our response and perspective.

  41. Key Themes from Stockholder Engagement and Actions Taken

    | What We Heard | What We Did | | Short-Term Incentive Program Disclosure Stockholders encouraged us to disclose our rationale for the metrics used under our short-term incentive program | Disclosure •In response, we enhanced our disclosure to provide additional context around the selection and design of our performance metric, Hashrate Hours. Plan Design •For 2026, we redesigned the annual cash bonus program to replace Hashrate Hours with operating costs per megawatt hour (“OpEx per MWh”) as the core performance metric. OpEx per MWh was selected because it more directly reflects operational efficiency and serves as a strong indicator that performance outcomes are within management’s control. |

  42. Key Themes from Stockholder Engagement and Actions Taken

    | What We Heard | What We Did | | Long-Term Incentive Program 2024 Goal Modification Stockholders expressed that the mid-period modification of the 2024 PSUs’ relative TSR comparator index without a clear rationale was a significant concern | 2024 compensation decision •We shared that after the performance period commenced, a significant portion of the initial peer comparator group, composed of Bitcoin mining companies, changed their strategic focus by pivoting away from Bitcoin mining, eroding the group’s utility as meaningful benchmark against which to evaluate MARA’s TSR. Future compensation decisions •The Compensation Committee understands stockholders’ concerns and believes this modification was an extraordinary action in response to exceptional circumstances. The Committee commits not to modify performance goals in the future absent extraordinary circumstances. | | Performance Measurement Period Stockholders disfavored the one-year performance period used to measure our relative TSR performance, which they generally viewed as misaligned with their investment time horizon and too short to incentivize long-term value creation | 2025 award changes •We expanded the relative TSR performance period for our 2025 awards to two years, compared to a one-year performance period for our 2024 awards. 2026 award changes •For 2026, we have extended the performance period used for measuring our relative TSR performance to three years. Our financial and operational goals continue to use one-year performance periods due to difficulties inherent in establishing long-term goals in an uncertain macroeconomic environment and volatility in Bitcoin mining and AI/HPC industries. •However, we have restructured our LTIP design for 2026 to use relative TSR performance as a modifier, such that amounts earned based on our one-year financial and operational performance, which vest over three years, will be modified upwards or downwards based on our three-year TSR performance relative to the Russell 2000 Index. | | Relative TSR Performance Stockholders questioned the rigor and payout range used for our 2024 PSUs, particularly the use of a narrowly-defined comparator group of peer companies and that the 2024 awards achieved an above-target payout despite negative absolute TSR performance | We have significantly redesigned how we measure MARA’s relative TSR performance in response to stockholders’ feedback: 2025 award design •Beginning with our 2025 awards, we now measure our performance relative to that of the Russell 2000 Index to ensure we assess performance against an appropriately broad measure of market comparison. 2026 award design •The 2025 relative TSR awards provided for a two-year performance period; based on feedback received, we have further extended the performance period used for our 2026 relative TSR awards to three years to enhance long-term alignment •We must outperform relative to the Russell 2000 – at the 55th percentile of the index – in order to achieve a target payout under the 2026 awards |

  43. Key Themes from Stockholder Engagement and Actions Taken

    | What We Heard | What We Did | | Compensation Named Executive Officer Pay Quantum Stockholders expressed concerns as to the magnitude of actual total compensation for Named Executive Officers relative to company size, stock performance and peers | Annual bonus opportunity •We restructured bonus scaling for 2026 to provide a threshold achievement level of 75% of target, below which no bonus payout will occur, and removed upside opportunities to emphasize long-term performance, with payouts capped at 100% of target. Long-term incentive opportunity •We also restructured the scaling for our PSUs to introduce a threshold achievement level of 70% of target for our corporate performance metrics. Other considerations •In addition, we redesigned the peer group used for 2026 decision-making, removing five companies and adding 14 to ensure appropriate market data comparisons. •Our Named Executive Officers’ 2025 and 2026 target pay opportunities were held flat relative to 2024, other than modest cost-of-living adjustments to base salaries. | | Director Compensation Stockholders expressed concerns as to the magnitude of compensation received by non-employee directors | Disclosure •We enhanced disclosure of our rationale for maintaining current program structure. |

  44. Key Themes from Stockholder Engagement and Actions Taken

    | Topic | 2024 | 2025 | 2026 | | Short-Term Incentive Program Payout Curve | •Goal: Hashrate Hours •Payout ranging from 0% to 100% of target, with no performance threshold for payout | | •Goal: OpEx per MWh •Threshold of 75% of target performance required for payout at 50% of target; payouts capped at target | | Long-Term Incentive Program RSU Vesting | •N/A (only PSUs granted in 2024) | •30% vested immediately upon grant | •Immediate vesting removed •Three-year quarterly pro-rata vesting | | Performance Metrics | •One-year relative TSR (weighted 100%) | •Hashrate Hours (weighted 41%) •Total Exahash (weighted 20%) •Megawatts (weighted 20%) •Two-year relative TSR (weighted 19%) | •Economic Triad Megawatt Capacity (weighted 75%) •Annual Recurring Revenues (weighted 25%) •Three-year relative TSR modifier | | Relative TSR Performance Period | •One-year relative TSR performance period | •Two-year relative TSR performance period | •Three-year relative TSR modifier performance period |

  45. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | Independent Compensation Committee. All executive compensation decisions are approved by the Compensation Committee, which is comprised solely of independent directors as defined under SEC and Nasdaq rules. | No Special Executive Retirement Plans. We do not offer defined benefit pensions, nonqualified deferred compensation or special retirement arrangements. Executives participate in our Section 401(k) Plan on the same basis as other salaried employees. | | Independent Compensation Consultant. The Compensation Committee has retained Compensia, Inc. (“Compensia”) to provide advice, analysis and support for our executive compensation program and additional assurance that our program is competitive in the marketplace. | | | | No Special Health or Welfare Benefits. We do not provide our executive officers, including our Named Executive Officers, with any unique or special health or welfare benefit plans. They participate in the same Company-sponsored health and welfare benefits plans as our other full-time, salaried employees, with the exception of an annual executive physical benefit beginning in 2026. | | Clawback Policy. We maintain a Nasdaq- and SEC-compliant clawback policy covering erroneously awarded incentive compensation, including equity, for current and former executive officers. | | | | No Excise Tax or Other Tax “Gross-Up” Payments. We do not provide any “golden parachute” excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change of control of MARA or tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. | | “Double-Trigger” Change-of-Control Arrangements. Under our employment agreements with our executive officers, all change-of-control payments and benefits require both a change of control and a qualifying termination. | | | | Insider Trading Prohibited. Under our insider trading policy, our employees, including our executive officers, and members of our Board are prohibited from engaging in transactions involving our securities, or the securities of other companies with which we do business, while aware of material non-public information. | | Long-Term Vesting. Equity awards typically vest over three or four years, supporting retention and alignment with stockholders. | | | Annual Executive Compensation Review. The Compensation Committee conducts an annual review of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile. | | | | No Hedging or Pledging of Equity Securities. Under our Insider Trading Policy, we prohibit our employees, including our executive officers, and members of our Board from engaging in hedging transactions or short sales, pledging our securities as collateral for a loan, purchasing our securities on margin or placing our securities in a margin account. | | Succession Planning. The Compensation Committee reviews the risks associated with our key executive positions to ensure adequate succession plans are in place. | |

  46. Executive Compensation Program Design

    | •Pay Compensation for Achievement of Strategic Objectives: In determining the Named Executive Officers’ target annual total direct compensation opportunities, the Compensation Committee gave significant weight to our prior fiscal year performance as measured against a number of financial, operational and strategic metrics both relative to our historical performance and to the performance of certain peer companies. We believe the strong correlation between our achievement of these performance objectives and the compensation paid under our executive compensation program motivates the achievement of our near and long-term goals, aligns the interests of our executive officers with those of our stockholders and drives a highly accountable culture. •Equity Awards Promote Stockholder Alignment and Encourage Retention: To ensure the interests of our executives are aligned with those of our stockholders, a significant portion of their target total direct compensation opportunity is delivered in the form of equity awards. Historically, the Compensation Committee has emphasized the use of full-value awards, reflecting both alignment and retention considerations, particularly in light of the volatility in our stock price and broader industry conditions. Beginning in 2025, the Compensation Committee introduced a balanced mix of equity awards, with LTIP awards composed of approximately 67% PSUs and 33% RSUs. This structure is intended to preserve strong pay-for-performance alignment through PSUs, while also enhancing retention through the inclusion of RSUs, which retain value even in periods of stock price volatility that may be driven by external factors, such as changes in the price of bitcoin or shifts in the regulatory environment. The Compensation Committee has also continued to refine the performance design of PSU awards. For 2025, PSU awards are earned based on relative TSR performance measured over a two-year performance period. Beginning in 2026, PSU awards incorporate a three-year relative TSR modifier, further reinforcing a long-term performance orientation and alignment with sustained stockholder value creation. |

  47. Setting Target Total Direct Compensation

    | •our executive compensation program philosophy and objectives; •our recent and projected performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; •each individual executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the scope of each individual executive officer’s title, role and responsibilities relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the performance of each individual executive, based on a subjective assessment of the individual’s contributions to our overall performance and ability to lead, as measured against various financial, operational and strategic objectives in each executive’s areas of responsibility; •the potential of each individual executive officer to make future contributions to our long-term financial, operational and strategic objectives and the ability to enhance sustainable long-term stockholder value creation; •the retention risk (and related replacement cost) of each individual executive officer in view of factors such as title and areas of expertise; •our Chief Executive Officer’s compensation relative to that of our other executive officers, and compensation parity among our executive officers; •our financial performance relative to our compensation and performance peers; •our executive hiring and retention considerations; •evolving pay practices in our industry or primary geographic areas and changes to our business and industry; and •compensation practices of peer companies and selected broad-based surveys as general market references, without targeting specific positioning relative to peers. |

  48. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, market compensation data and other advice for our executive compensation program. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. The scope of services to be provided by the compensation consultant are determined by the Compensation Committee, but generally include: (i) making recommendations to the Compensation Committee regarding an appropriate compensation peer group of publicly traded companies, (ii) collecting compensation data from the peer group companies and/or selected broad-based compensation surveys and (iii) making recommendations regarding the design and structure of our executive compensation program. However, the Compensation Committee retains discretion to rely on its own judgment in setting compensation levels for our executives and the members of our Board. We pay the costs for the compensation consultant’s services. In 2025, the Compensation Committee retained Compensia to serve as its compensation consultant. During 2025, Compensia attended the meetings of the Compensation Committee (both with and in executive session without management present) as requested and provided various services, which included the following:

  49. Role of Compensation Consultant

    | •consultation with the Compensation Committee chair and other members between Compensation Committee meetings; •review of our compensation peer group; •a review and analysis of the annual base salary levels, target annual cash bonus opportunities and long-term incentive compensation opportunities of our executives as compared to competitive market data drawn from our compensation peer group and/or selected broad-based compensation surveys; •an assessment of the risk profile of our executive compensation program; •the preparation of a summary of stockholder feedback and potential investor expectations; •the development of a stockholder engagement strategy; •a review and analysis of competitive market data for the non-employee members of our Board; •an equity utilization analysis; and •an update on regulatory developments and market trends. |

  50. Role of Compensation Consultant

    | 2026 PROXY STATEMENT | 47 |

  51. Role of Compensation Consultant

    The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair. Compensia also coordinates with our management for data collection and job matching for our executives. In 2025 Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee evaluated Compensia’s independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia, including the work performed by the individual compensation advisors employed by Compensia.

  52. Competitive Positioning

    Competitive Positioning The Compensation Committee believes peer group comparisons are useful in evaluating the competitiveness of our executive compensation program and related practices. To assess the market, the Compensation Committee reviews the compensation levels and practices of a select group of peer companies. This information is used as a reference point and is only one of several factors considered in compensation decisions. In February 2024, the Compensation Committee engaged its compensation consultant to review the existing peer group for comparability and appropriateness. In conducting this review, the consultant considered several factors, including the following primary criteria, along with other relevant considerations:

  53. Competitive Positioning

    | Geography and Public Company Status | Publicly traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange | | Industry | Companies within bitcoin-related industries, energy-related sectors, the software sector (with a focus on SAAS companies) and the data center sector that were similar to us in terms of productivity, stage of growth, complexity of business, geographic location and number of employees | | Net Income | Similar net income to ours, within a range of approximately 0.3x to approximately 3.0x our net income (based on the then-last four fiscal quarters) of approximately $259 million (approximately $85 million to approximately $775 million) | | Enterprise Value | Similar enterprise value to ours, within a range of approximately 0.3x to approximately 3.0x our enterprise value (as of February 12, 2024) (approximately $2.3 billion to approximately $20.3 billion) | | Market Capitalization | Similar market capitalization to ours, within a range of approximately 0.3x to approximately 3.0x our then 30-day market capitalization (as of February 12, 2024) (approximately $1.4 billion to approximately $13.5 billion) |

  54. Competitive Positioning

    | 48 | |

  55. Competitive Positioning

    Following this review, the Compensation Committee approved the compensation peer group set forth below:

  56. Competitive Positioning

    | AppFolio Braze C3.ai Cipher Mining CleanSpark Confluent | Couchbase DoubleVerify Holdings Fastly GitLab MicroStrategy | Rapid 7 Riot Platforms Samsara SPS Commerce Squarespace |

  57. Competitive Positioning

    Beginning in March 2024, the Compensation Committee used data from this peer group, together with selected broad-based compensation surveys, to inform its understanding of the competitive market and evaluate executive compensation, including target annual total direct compensation opportunities. In 2025, the Compensation Committee, with the assistance of Compensia, reviewed the composition and continued appropriateness of the peer group. Following this review, the Compensation Committee determined that the existing peer group remained appropriate for purposes of informing 2025 executive compensation decisions, given the Company's size, strategic profile and business mix at that time. As described below, for 2026, the Compensation Committee undertook a more comprehensive redesign of the peer group to reflect the Company's continued strategic evolution toward a vertically integrated digital infrastructure platform, resulting in the addition of 14 companies and removal of five companies. The Compensation Committee reviews the peer group at least annually and may adjust its composition as appropriate in light of changes in our business and the businesses of peer companies.

  58. Compensation Elements

    Compensation Elements Our executive compensation program is designed to be competitive in the marketplace, and to appropriately balance our objectives to pay our executives based on their performance, reward the achievement of strategic goals and objectives, attract and retain talented individuals and align the interests of our executives and our stockholders. For 2025, the primary elements of our executive compensation program were annual base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of PSU awards and RSU awards.

  59. Compensation Elements

    | Compensation Elements | Characteristics | | Annual Base Salary | •Fixed cash compensation •Attract and retain top talent through market-competitive base salary levels that are commensurate with our executive officers’ roles and responsibilities | | Annual Cash Bonuses | •Variable cash compensation based on actual performance as measured against pre-established performance objectives of Hashrate Hours and individual performance •Incentivize achievement of business objectives as set forth in our annual operating plan and reward short-term performance | | Long-Term Incentive Compensation | •Variable equity compensation in the form of PSU awards and RSU awards, which are earned and vest over a multi-year period; performance metrics for the 2025 PSUs consist of the Operational PSUs and relative TSR •Align the economic interests of our executive officers and stockholders •Motivate sustainable long-term value creation •Promote retention of top talent |

  60. Annual Cash Bonuses

    Annual Cash Bonuses

  61. Annual Cash Bonuses

    | How annual cash bonus opportunities support our compensation philosophy and objectives: | | | | | | | | | | Strategic Objectives | | Financial Objectives | | Our People | | Stockholder Alignment | | They motivate our executive officers and other employees to achieve our annual business goals and objectives consistent with the goals and objectives reflected in our annual operating plan. | | They align with our “pay-for-performance” philosophy since the amount of the bonus payments, if any, is determined once we have confirmed that certain financial, operational and strategic goals and objectives have been achieved. | | They are important for retaining our executive officers since cash bonuses are a typical compensation element within our industry. | | They align the interests of our executive officers with those of our stockholders because participants may only earn a bonus based on the achievement of goals and objectives deemed by the Compensation Committee to be important for driving sustainable long-term stockholder value. | |

  62. Annual Cash Bonuses

    Typically, the Compensation Committee approves our annual cash bonus plan, including identifying the categories of financial, operational and strategic goals and objectives to be evaluated for purposes of the plan during the first quarter of the year. In February 2025, the Compensation Committee identified and discussed the performance criteria for 2025 and approved the terms and conditions of our annual cash bonus plan as well as the annual cash bonus opportunities for our executives.

  63. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities For 2025, each of our executives was assigned a dollar value for their target annual cash bonus opportunity, which was reflected as a percentage of their annual base salary. In February 2025, the Compensation Committee reviewed the prior year’s target annual cash bonus opportunities after considering a competitive market analysis prepared by its compensation consultant as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Following this evaluation, the Compensation Committee maintained our executives’ target annual bonus values at their 2024 levels. In determining the amount of the 2025 target annual cash bonus opportunities, the Compensation Committee reviewed MARA’s performance relative to a number of strategic objectives that it believed were important for the success of our business and reflective of enhancing long-term stockholder value. Specifically, in approving the 2025 target annual cash bonus opportunities, the Compensation Committee considered the following factors:

  64. Target Annual Cash Bonus Opportunities

    | •the annual cash bonuses paid by the companies in our compensation peer group to executives with similar titles and levels of responsibility, as determined based on our review of compensation data provided by its compensation consultant; •the individual performance of our executive officers, as measured against various financial, operational and strategic objectives; and •our relatively low headcount relative to the companies in our compensation peer group, and the relative impact of each executive officer on our operational performance. |

  65. Target Annual Cash Bonus Opportunities

    | 2026 PROXY STATEMENT | 51 |

  66. Target Annual Cash Bonus Opportunities

    Our Named Executive Officers’ target annual cash bonus opportunities as approved by the Compensation Committee were as follows:

  67. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2025 Annual Base Salary | 2025 Target Annual Bonus Value (as a Percentage of Annual Base Salary) | 2025 Target Annual Bonus Value ($) | | Mr. Thiel | $978,500 | up to 225% | $2,201,625 | | Mr. Khan | $643,750 | up to 225% | $1,448,438 | | Mr. Nowaid | $386,250 | up to 150% | $579,375 |

  68. 2025 Annual Cash Bonus Payments

    2025 Annual Cash Bonus Payments For 2025, annual cash bonus opportunities for our executives were based on a combination of MARA’s performance and individual performance goals. With respect to the target annual cash bonus opportunities of our Named Executive Officers, the target opportunity for Mr. Thiel was weighed 100% on achievement of a specific pre-established Hashrate Hours target and the target opportunities for Messrs. Khan and Nowaid were weighted 80% and 70%, respectively, on achievement of the pre-established Hashrate Hours target, and 20% and 30%, respectively, on individual performance goals. For these purposes, Hashrate Hours was defined as the amount of hashrate produced by MARA’s deployed miners expressed in hours. For 2025, MARA achieved performance on the Hashrate Hours metric at approximately 105% of target. Consistent with the terms of the annual bonus program, payouts with respect to this metric were capped at 100% of target. Based on the consideration of these factors, the Compensation Committee awarded the following cash bonus payments to our Named Executive Officers:

  69. 2025 Annual Cash Bonus Payments

    | Named Executive Officer | 2025 Target Annual Bonus Value | Actual Annual Cash Bonus ($) | Actual Annual Cash Bonus (as a Percentage of Target Annual Bonus Value) | | Mr. Thiel | $2,201,625 | $2,201,625 | 100% | | Mr. Khan | $1,448,438 | $1,448,438 | 100% | | Mr. Nowaid | $579,375 | $579,375 | 100% |

  70. 2025 Annual Cash Bonus Payments

    The Compensation Committee believes that the 2025 annual cash bonus payments were consistent with our “pay-for-performance” philosophy and our intention to reward the achievement of the financial, operational and strategic objectives as reflected in our annual operating plan. The 2025 annual cash bonuses were paid in February 2026. The annual cash bonus payments received by our Named Executive Officers for 2025 are set forth in the “2025 Summary Compensation Table” below.

  71. 2025 Annual Cash Bonus Payments

    | 52 | |

  72. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We provide long-term incentive compensation opportunities in the form of equity awards to our executives. Long-term incentive awards are granted in the form of PSU awards and RSU awards which provide our executives the opportunity to receive shares of our common stock upon vesting and settlement. PSUs underscore and strengthen our “pay-for-performance” compensation philosophy because they are only earned upon achievement of a key performance goal that drives our business and our stockholder value. Therefore, these awards increase the alignment between the interests of our executives and stockholders. In addition, PSUs are to be fully earned and vest over a multi-year period, thereby ensuring that our executives do not receive the full economic value of the awards unless they remain employed by us throughout the awards’ performance period, reinforcing our executive retention objectives. RSUs serve to align interests between our executives and our stockholders because the value of the awards is directly tied to the value of our stock price. RSUs also continue to have value even if our stock price declines, which could occur as a result of factors outside our control, including a decline in the value of bitcoin and perceptions about the regulatory environment within our industry. Historically, our RSU awards typically vest over a multi-year period. The Compensation Committee believes that these awards help incentivize our executives to build stockholder value that can be sustained over time.

  73. Long-Term Incentive Compensation

    | How long-term incentive compensation opportunities support our compensation philosophy and objectives: | | | | | | | | Strategic Priorities | | Financial Objectives | | Our People | | We believe that equity awards further our “pay-for-performance” philosophy since the value of the awards is determined only if and when we have confirmed that specific pre-established financial, operational and strategic goals and objectives have been met, and, therefore, serve to reward the achievement of these goals and objectives. | | Equity awards also align the interests of our executives with those of our stockholders since the value of the awards is directly tied to increases in the market price of our common stock. It is also important for motivating and retaining our executives since equity awards are a typical compensation element within our industry. | | The equity awards are designed to meet our retention objectives because, even after the long-term incentive awards have been earned and the economic value of these awards has been determined, they are required to vest over a long-term service period. | |

  74. Long-Term Incentive Compensation

    | 2026 PROXY STATEMENT | 53 |

  75. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards In February 2025, the Compensation Committee approved long-term incentive compensation opportunities for our Named Executive Officers in the form of PSU awards and RSU awards under the 2018 Plan. The Compensation Committee determined the target award values for the 2025 long-term incentive compensation award opportunities based on a percentage of each executive’s 2025 annual base salary. In determining the target value of these awards and their relative weighting, the Compensation Committee considered a competitive market analysis prepared by its compensation consultant as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. The Compensation Committee further determined that our Named Executive Officers should receive approximately two-thirds of their target award value in the form of PSU awards and one-third in the form of RSUs. This allocation of PSU awards to RSU awards was considered reasonable and appropriate in view of the role and responsibilities of each of these individuals and their importance in driving the achievement of MARA’s long-term financial, operational and strategic objectives.

  76. PSU Awards

    PSU Awards The PSU awards granted to our Named Executive Officers in February 2025 were subject to the following performance conditions:

  77. PSU Awards

    | Performance Metric | Weighting | Description | | Hashrate Hours | 41% | The product of the amount of Hashrate Hours for the one-year period from January 1, 2025 through December 31, 2025 multiplied by the Performance Achievement Multiplier (set forth below). For these purposes, Hashrate Hours was defined as the amount of hashrate produced by MARA’s deployed miners expressed in hours. | | Total Exahash | 20% | The product of the Total Exahash for the one-year period from January 1, 2025 through December 31, 2025 multiplied by the Performance Achievement Multiplier (set forth below). For these purposes, Total Exahash was defined as the total hashrate of MARA’s active miners. | | Megawatts | 20% | The product of the Megawatts for the one-year period from January 1, 2025 through December 31, 2025 multiplied by the Performance Achievement Multiplier (set forth below). For these purposes, Megawatts was defined as the megawatts MARA could readily deploy (assuming all applicable variables were within MARA’s control). | | Relative TSR | 19% | MARA’s relative TSR performance for the two-year period from January 1, 2025 through December 31, 2026 (the “TSR Performance Period”) relative to the Russell 2000 Index multiplied by the Performance Achievement Multiplier (set forth below). |

  78. PSU Awards

    | 54 | |

  79. Payout Curve

    Payout Curve The Performance Achievement Multiplier for purposes of the pre-established performance metrics was as follows:

  80. Payout Curve

    | Level of Achievement During the Applicable Performance Period | Payout as a Percentage of Target Number of PSUs(1) | | 114% or more (Maximum) | 249% | | 112% | 228% | | 110% | 207% | | 108% | 185% | | 106% | 164% | | 104% | 143% | | 102% | 121% | | 100% (Target)(2) | 100% |

  81. Payout Curve

    (1)The number of PSUs earned between the achievement levels listed above will be subject to customary rounding conventions (for example, a level of achievement of 101.5% rounds up to the 102% achievement level). (2)Vesting below target is subject to straight-line interpolation. In establishing the payout curve for the 2025 PSU awards, the Compensation Committee considered competitive market data provided by Compensia, the inherent volatility in the metrics used to measure MARA’s operational performance and the significant performance required to achieve above-target payouts. The Compensation Committee believes the payout curve appropriately balances the incentive for exceptional operational performance with the retention objectives of the long-term incentive program. While the PSU component of the 2025 LTIP provides for a maximum payout of 249% of target PSUs, this should be understood in the context of the overall LTIP design. The 2025 LTIP awards consist of approximately 67% PSUs and 33% RSUs, and RSU awards are not subject to performance-based upside. As a result, even at maximum PSU performance, the total LTIP opportunity for a Named Executive Officer is capped at 200% of target on an aggregate basis. The Compensation Committee believes this blended cap is consistent with competitive market practice and appropriately limits overall compensation leverage while preserving meaningful incentive for exceptional operational execution. The Compensation Committee further noted that the 249% maximum PSU payout is achieved only at 114% or greater of target performance across all metrics, a level that, based on historical performance, requires materially above-plan execution and significant outperformance. For 2026, the Compensation Committee has restructured the LTIP to incorporate a three-year relative TSR modifier, which provides an additional check on above-target payouts by calibrating earned awards against long-term stockholder value creation.

  82. Vesting and Settlement

    Vesting and Settlement With respect to the three operational performance metrics, earned PSUs were to vest and be settled as follows: 30% of the earned PSUs were to vest and be settled upon the Compensation Committee’s certification of a metric’s performance achievement with the remaining 70% of the earned PSUs to vest and be settled quarterly on the last day of each calendar quarter during the two-year period beginning on January 1, 2026 and ending on December 31, 2027, subject to the Named Executive Officer’s continued employment with MARA through each vesting date. Each vested PSU will be settled for one share of MARA common stock upon vesting. With respect to the relative TSR performance metric, earned PSUs will vest and be settled upon the Compensation Committee’s certification of the metric’s performance achievement, subject to the Named Executive Officer’s continued employment with MARA through December 31, 2026. Each vested PSU will be settled for one share of MARA common stock upon vesting. We have not disclosed the specific quantitative target levels for the operational performance metrics because we believe such disclosure would enable our competitors to make inferences about our planned capital expenditure commitments, equipment procurement strategy and energy contract negotiations, which would cause us substantial competitive harm. The Compensation Committee set rigorous targets for each operational metric that required strong execution across MARA's mining, energy and infrastructure operations to achieve target-level payouts.

  83. RSU Awards

    RSU Awards The RSU Awards granted to our Named Executive Officers in February 2025 vest over three years with 30% of the awards vesting on the date of grant, with the remainder vesting in equal installments on the last day of each calendar quarter during the three-year period beginning on January 1, 2025 and ending on December 31, 2027, subject to the Named Executive Officer’s continued employment with MARA through each vesting date. Each vested RSU will be settled for one share of MARA common stock upon vesting. The Compensation Committee acknowledges that stockholders expressed concern regarding the 30% grant-date vesting feature included in the 2025 RSU awards. For the 2025 grants, which were approved in February 2025 prior to the completion of the 2025 annual meeting stockholder engagement process, the Compensation Committee included the immediate vesting feature as part of a balanced design intended to provide retention value during a period of significant operational transformation. Following the 2025 annual meeting and the comprehensive stockholder engagement process conducted thereafter, the Compensation Committee eliminated the immediate vesting feature entirely beginning with 2026 awards, which now vest quarterly over three years with no grant-date acceleration. The Compensation Committee believes this change directly responds to the feedback received from stockholders. The equity awards granted to our Named Executive Officers during 2025 are set forth in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.

  84. Employment Agreements

    Employment Agreements We have entered into written employment agreements with each of our Named Executive Officers. Each of these employment agreements provides for an initial term of employment of three years which automatically renews for successive one-year periods following the initial term (unless notice is provided by either party) and sets forth the initial compensation arrangements for the executive officer, including an initial annual base salary, eligibility to participate in our annual cash bonus plan, the grant of long-term incentive compensation in the form of an equity award and eligibility to participate in our incentive, stock purchase, savings, Section 401(k) Plan and our various welfare benefit plans, including, without limitation, our health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans, as established from time to time. We have also entered into written employment agreements with certain other senior management personnel. We believe that these arrangements were necessary to secure the continued service of these individuals in a highly competitive job market. These employment agreements also provide each Named Executive Officer with certain payments and benefits in the event of a termination of employment, including certain terminations of employment in connection with a change of control of MARA. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below.

  85. Employment Agreements

    | 2026 PROXY STATEMENT | 57 |

  86. Post-Employment Compensation

    Post-Employment Compensation The employment agreements we have entered into with our Named Executive Officers provide for certain protections in the event of death, disability and certain involuntary terminations of employment, including a termination of employment in connection with a change of control of MARA, in exchange for a general release of claims and compliance with a confidentiality covenant as set forth in the Named Executive Officers’ respective employment agreement. We believe that these post-employment compensation arrangements provide reasonable compensation in the form of severance pay and certain limited benefits to our Named Executive Officers if they leave our employ under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to execute a separation and release agreement in a form prescribed by us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We believe that these arrangements help maintain our Named Executive Officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change-of-control transaction and mitigate the risk of subsequent disputes or litigation. Under these post-employment compensation arrangements, all payments and benefits in the event of a change of control of MARA are payable only if there is a connected loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change of control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. We are not obligated to provide “golden parachute” excise tax reimbursement payments (including “gross-ups”) to any of our executive officers, including our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a qualifying termination of employment in connection with or within specified periods before or after a change of control of MARA, is essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the compensation of our executive officers, including our Named Executive Officers. The Compensation Committee believes, however, that these arrangements are necessary to offer competitive compensation packages. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable thereunder, see “Potential Payments upon Termination or Change of Control” below. Under the employment agreements with our Named Executive Officers, if we terminate their employment without “cause,” or they resign for “good reason” or they terminate employment within 180 days of the occurrence of a “change of control” of MARA (each as defined in their respective employment agreement), they are entitled to receive:

  87. Post-Employment Compensation

    | •any earned but unpaid base salary, all accrued but unused vacation time and reimbursement of all reasonable expenses; •the greater of their base salary through the balance of the employment term, or 12 months; •their annual cash bonus opportunity prorated through the date of termination; •continued participation in our health and welfare benefit plans on the same terms as immediately prior to such termination of employment and to be paid in full by us for not less than 12 months for Mr. Thiel, and not less than nine months for Messrs. Khan and Nowaid; and •immediate vesting of all outstanding equity awards. |

  88. Post-Employment Compensation

    Except as indicated above, we have not entered into any change-of-control agreements with our executive officers, including our Named Executive Officers, that provide for payments and benefits in connection with a change of control of MARA.

  89. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee considers accounting implications when designing compensation plans and arrangements for our executive officers, including our Named Executive Officers. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard that governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  90. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth all of the compensation awarded to or earned by or paid to our Named Executive Officers for service to us during 2025, 2024 and 2023. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our Named Executive Officers. Consistent with SEC rules, for any years for which a Named Executive Officer did not qualify as such, no compensation has been reported in the table.

  91. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Cash Bonus Awards ($)(1) | Equity Awards ($)(2) | Non-equity incentive plan compensation ($) | All Other Compensation ($) | Total ($) | | Fred Thiel Chief Executive Officer and Chairman of the Board | 2025 | 978,500 | — | 19,518,868 | 2,201,625 | 4,354,243(3) | 27,053,236 | | | 2024 | 950,000 | — | 40,094,856 | 1,998,563 | 201,390(4) | 43,244,809 | | | 2023 | 800,000 | 1,800,000 | 33,506,720 | — | 9,900 | 36,116,620 | | Salman Khan(5) Chief Financial Officer | 2025 | 643,750 | — | 12,841,346 | 1,448,438 | 3,956,898(6) | 18,890,432 | | | 2024 | 625,000 | — | 26,378,209 | 1,314,844 | 123,073(7) | 28,441,126 | | | 2023 | 241,099 | 623,438 | 20,168,367 | — | 134,900(8) | 21,167,804 | | Zabi Nowaid General Counsel and Corporate Secretary | 2025 | 386,250 | — | 5,136,543 | 579,375 | 10,500(9) | 6,112,668 | | | 2024 | 375,000 | 125,000(10) | 10,551,293 | 525,938 | 9,844 | 11,587,075 |

  92. 2025 Summary Compensation Table

    (1)Except as otherwise noted, amounts reflect cash bonus awards paid under our annual cash incentive program. While the cash bonus awards for 2023 were determined based on our achievement relative to strategic objectives, they were ultimately discretionary in nature and do not qualify as “non-equity incentive plan awards” under SEC rules. (2)Amounts reflect the grant date fair value of PSUs or RSUs, as applicable, granted for service to the Company during the year computed in accordance with ASC Topic 718. The grant date fair value of the 2025 RSUs and Operational PSUs was based on a stock price of $13.92 on February 28, 2025, the grant date, and the grant date fair value of the relative TSR PSUs was based on a per unit value of $25.97, as determined using a Monte Carlo simulation. Amounts reflect the grant date fair value of (i) the 2025 RSUs ($5,812,296 for Mr. Thiel, $3,823,880 for Mr. Khan and $1,529,544 for Mr. Nowaid) and (ii) the 2025 PSUs ($13,706,572 for Mr. Thiel, $9,017,466 for Mr. Khan and $3,607,000 for Mr. Nowaid). Please refer to the section titled “—Long-Term Equity Incentive Compensation” for additional information regarding our 2025 LTIP awards. For 2024, amounts are inclusive of the 2024 PSUs and reflect both (i) the grant date fair value of the initial grant of the 2024 PSUs made in May 2024 ($11,625,038 for Mr. Thiel, $7,648,056 for Mr. Khan and $3,059,225 for Mr. Nowaid) and (ii) the incremental fair value associated with the modification to the 2024 PSUs made in December 2024 ($28,469,818 for Mr. Thiel, $18,730,153 for Mr. Khan and $7,492,068 for Mr. Nowaid). For 2023, amounts are inclusive of the 2023 RSUs, which were issued in January 2024, but have been reported for 2023 as they relate to services provided to us during 2023. (3)Amount reflects costs related to personal security for Mr. Thiel pursuant to MARA’s security program ($4,300,629), including a one-time expense for vehicle armoring ($430,780) and a one-time expense for home security installation ($58,810); the incremental cost to the Company associated with Mr. Thiel’s personal use of Company aircraft ($43,114); and a Company contribution under our 401(k) plan ($10,500). The incremental cost of Mr. Thiel's personal use of Company aircraft reflects only variable, trip-driven costs, including allocable fuel, trip costs and applicable maintenance contract costs, as calculated by an independent third-party certified public accounting firm. Fixed operating costs such as hangar rent, insurance and depreciation are excluded. (4)Amount reflects costs related to personal security for Mr. Thiel pursuant to MARA’s security program ($191,040) and a Company contribution under our 401(k) plan ($10,350). (5)Mr. Khan commenced employment as Chief Financial Officer on June 14, 2023. The 2023 base salary amount represents the pro-rated portion of his annual base salary ($475,000) for the period from commencement of his employment through December 31, 2023. (6)Amount reflects costs related to personal security for Mr. Khan pursuant to MARA’s security program ($3,946,398), including a one-time expense for vehicle armoring ($438,380) and a Company contribution under our 401(k) plan ($10,500). (7)Amount reflects costs related to personal security for Mr. Khan pursuant to MARA’s security program ($112,723) and a Company contribution under our 401(k) plan ($10,350). (8)Amount reflects a one-time sign on bonus paid upon commencement of employment ($125,000) and a Company contribution under our 401(k) plan ($9,900). (9)Amount reflects a Company contribution under our 401(k) plan. (10)Amount reflects a special bonus for extraordinary performance in connection with MARA’s acquisition of two data centers in January 2024.

  93. 2025 Summary Compensation Table

    | 62 | |

  94. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table presents information regarding the PSUs and RSUs, as applicable, granted to each of our Named Executive Officers during the year ended December 31, 2025. The information in this table supplements the information about these awards set forth in the Summary Compensation Table above.

  95. Grants of Plan-Based Awards Table

    | Named Executive Officer | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock awards ($)(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Fred Thiel | | — | 2,201,625 | 2,201,625 | | | | | | | | February 28, 2025 | | | | — | 847,753 | 2,110,905 | 417,550 | 19,518,868 | | Salman Khan | | — | 1,448,438 | 1,448,438 | | | | | | | | February 28, 2025 | | | | — | 557,731 | 1,388,750 | 274,704 | 12,841,346 | | Zabi Nowaid | | — | 579,375 | 579,375 | | | | | | | | February 28, 2025 | | | | — | 223,093 | 555,502 | 109,881 | 5,136,543 |

  96. Grants of Plan-Based Awards Table

    (1)Amounts reflect the threshold, target and maximum cash payouts under the 2025 cash bonus plan. Payouts between 0% and target are determined based on straight-line interpolation; threshold reflects the minimum payout (zero) under the plan. (2)Amounts reflect the threshold, target and maximum number of shares underlying the 2025 PSUs. Payouts between 0% and target are determined based on straight-line interpolation; threshold reflects the minimum payout (zero) under the 2025 PSUs. The Operational PSUs vested as to 30% of the underlying shares on February 18, 2026, and vest as to the remaining shares in eight equal quarterly installments during the period beginning on January 1, 2026 and ending on December 31, 2027, and the relative TSR PSUs will vest on December 31, 2026, in each case, subject to the executive’s continued service to us through the applicable vesting dates. (3)Amounts reflect the 2025 RSUs. These RSUs vested as to 30% of the underlying shares on the grant date, and vest as to the remaining shares in 12 equal quarterly installments during the period beginning on January 1, 2025, and ending on December 31, 2027, subject to the executive’s continued service to us through the applicable vesting dates. (4)Amounts reflect the grant date fair value of RSUs and PSUs granted for service to us during the year computed in accordance with ASC Topic 718. The grant date fair value of the 2025 RSUs and Operational PSUs was based on a stock price of $13.92 on February 28, 2025, the grant date, and the grant date fair value of the relative TSR PSUs was based on a per unit value of $25.97, as determined using a Monte Carlo simulation.

  97. Grants of Plan-Based Awards Table

    | 2026 PROXY STATEMENT | 63 |

  98. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table provides information about outstanding PSUs and RSUs, as applicable, held by each of our Named Executive Officers as of December 31, 2025. We have not issued stock options or any other type of equity awards to our Named Executive Officers.

  99. Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Named Executive Officer | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Fred Thiel | 2,748,316(4) | 24,679,878 | 158,163 | 1,420,304 | | Salman Khan | 1,662,847(5) | 14,932,366 | 104,054 | 934,405 | | Zabi Nowaid | 663,757(6) | 5,960,538 | 41,622 | 373,766 |

  100. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Amounts reflect (i) the Operational PSUs, which vested as to 30% of the underlying shares on February 18, 2026, and vest as to the remaining shares in eight equal quarterly installments during the period beginning on January 1, 2026 and ending on December 31, 2027, (ii) the 2025 RSUs, which vested as to 30% of the underlying shares on the grant date, and vest as to the remaining shares in 12 equal quarterly installments during the period beginning on January 1, 2025, and ending on December 31, 2027, (iii) the 2024 PSUs, which vested as to 25% of the underlying shares on January 31, 2025, and vest as to the remaining shares in 12 equal quarterly installments thereafter and (iv) the 2023 PSUs, which vested as to 25% of the underlying shares on January 31, 2024, and vest as to the remaining shares in 12 equal quarterly installments thereafter, in each case, subject to the executive’s continued service to us through the applicable vesting dates. Amounts also reflect additional grants to the Named Executive Officers as detailed in footnotes 4, 5 and 6 to this table. (2)The market value of unvested PSU and RSU awards was calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2025, which was $8.98. (3)Amounts reflect the relative TSR PSUs. These PSUs will vest on December 31, 2026, subject to the executive’s continued service to us through the vesting date. (4)Amount additionally reflects (i) a grant of 500,000 RSUs, which vested as to 25% of the underlying shares on May 1, 2023, and vest as to the remaining shares in 12 equal quarterly installments thereafter and (ii) a grant of 610,737 RSUs, which vested as to 25% of the underlying shares on November 10, 2023, and vest as to the remaining shares in 12 equal quarterly installments thereafter, in each case, subject to the executive’s continued service to us through the applicable vesting dates. (5)Amount additionally reflects a grant of 297,247 RSUs, which vested as to 25% of the underlying shares on July 1, 2023, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates. (6)Amount additionally reflects a grant of 133,603 RSUs, which vested as to 25% of the underlying shares on November 10, 2023, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.

  101. Outstanding Equity Awards at Fiscal Year-End Table

    | 64 | |

  102. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information about the vesting and settlement of PSUs and RSUs held by each of our Named Executive Officers during the year ended December 31, 2025. We have not issued stock options or any other type of equity awards to our Named Executive Officers.

  103. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Named Executive Officer | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Fred Thiel | 1,219,675 | 19,290,358 | | Salman Khan | 667,706 | 10,450,356 | | Zabi Nowaid | 251,880 | 3,942,877 |

  104. Option Exercises and Stock Vested Table

    (1)In accordance with SEC rules, the value realized is based on the closing price of our common stock on the applicable vesting dates.

  105. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table summarizes the potential payments and benefits that would have been paid or provided to our Named Executive Officers by MARA if a termination of employment had occurred on December 31, 2025. Pursuant to the employment agreements entered into with our Named Executive Officers, the same payments and benefits will be made upon termination of employment regardless of whether we terminate an executive without “cause,” the executive resigns for “good reason” or the executive terminates employment (other than when the executive’s employment may be terminated for “cause”) within 180 days of the occurrence of a “change of control” (each as defined in the respective employment agreements). The amounts reflected in the table are in addition to amounts that would have been payable for earned but unpaid base salary, accrued but unused vacation time and reimbursement of reasonable expenses, all of which would be paid upon termination of employment for any reason. Except as noted above, no payments or benefits will be provided to our Named Executive Officers in connection with a termination of employment for cause or as a result of a voluntary resignation. Please refer to the section titled “—Employment Agreements” for additional information about the terms of the employment agreements with our executive officers.

  106. Potential Payments upon Termination or Change of Control

    | | | Type of Payment or Benefit | | | | Named Executive Officer | Base Salary ($)(1) | Bonus ($)(2) | Value of Accelerated Equity ($)(3) | Continuation of Benefits ($)(4) | | Fred Thiel | 978,500 | 2,201,625 | 26,100,181 | 27,281 | | Salman Khan | 643,750 | 1,448,438 | 15,866,771 | 20,461 | | Zabi Nowaid | 386,250 | 579,375 | 6,334,303 | 20,461 |

  107. Potential Payments upon Termination or Change of Control

    (1)Pursuant to the employment agreements, amounts reflect 12 months of base salary for each of Messrs. Thiel, Khan and Nowaid. (2)Pursuant to the employment agreements, amounts reflect the executives' target bonus opportunity for the year calculated at 225% of base salary for each of Messrs. Thiel and Khan, and 150% of base salary for Mr. Nowaid. (3)Upon termination of employment under the circumstances discussed above, all outstanding equity awards immediately vest. Amounts reflect the market value of the PSU or RSU awards that would have vested as of December 31, 2025, which was calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2025, which was $8.98. (4)Amounts reflect the value of the executive’s continued participation in our welfare benefit plans for not less than 12 months for Mr. Thiel, and not less than nine months for Messrs. Khan and Nowaid.

  108. Potential Payments upon Termination or Change of Control

    | 2026 PROXY STATEMENT | 65 |

  109. Pay Ratio

    Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee. During the year ended December 31, 2025, our principal executive officer was Fred Thiel, our Chief Executive Officer. For 2025, the annual total compensation for our principal executive officer was $27,053,236, and the annual total compensation of our median employee was $201,250, each as calculated in a manner consistent with Item 402(u) of Regulation S-K. For Mr. Thiel, the annual total compensation is consistent with the amount disclosed in the 2025 Summary Compensation Table above. Based on this information, the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee was approximately 134:1. Consistent with SEC rules, to identify the median employee, we used total compensation paid during 2025, which is inclusive of base salary, annual cash incentive compensation and 2025 LTIP awards, as a measure of annual total compensation. As of December 31, 2025, we had 262 employees. We did not exclude from the calculation of the median employee any employees pursuant to any of the exemptions permitted by SEC rules. We did not apply any cost-of-living adjustments as part of the calculation. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above. However, because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exemptions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, and may utilize different methodologies, exemptions, estimates and assumptions in calculating their own pay ratios.

  110. Pay Ratio

    | 66 | |

  111. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain financial performance metrics of MARA. For further information concerning our compensation philosophy and how we align executive compensation with MARA’s performance, refer to “—Executive Compensation Philosophy and Objectives” and “—Primary Compensation Elements.”

  112. Pay Versus Performance

    | | Summary Compensation Table Total for PEO Merrick Okamoto | Compensation Actually Paid to PEO Merrick Okamoto(1) | Summary Compensation Table Total for PEO Fred Thiel | Compensation Actually Paid to PEO Fred Thiel(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | | | | | | Company Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (loss) (in millions) | Adjusted EBITDA (in millions)(7) | | (a) | (b)(i) | (c)(i) | (b)(ii) | (c)(ii) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $— | $— | $27,053,236 | $6,229,101 | $12,501,550 | $3,658,345 | $86.00 | $62.00 | $(1,311.48) | $(330.82) | | 2024 | $— | $— | $43,244,809 | $52,085,431 | $20,014,101 | $24,695,565 | $161.00 | $51.00 | $541.25 | $1,234.98 | | 2023 | $— | $— | $36,116,620 | $29,517,350 | $9,355,561 | $6,511,973 | $225.00 | $74.00 | $259.05 | $415.05 | | 2022 | $— | $— | $7,109,432 | $5,942,622 | $2,734,160 | $380,449 | $33.00 | $16.00 | $(694.02) | $(543.38) | | 2021 | $143,781,988 | $199,441,219 | $18,022,335 | $4,663,738 | $1,873,210 | $3,210,754 | $315.00 | $116.00 | $(29.81) | $162.74 |

  113. Pay Versus Performance

    (1)The dollar amounts reported in column (c)(i) represent the amount of “compensation actually paid” in 2021 to Merrick Okamoto, who served as our Chief Executive Officer until April 2021. All such amounts were computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Okamoto during each applicable year. The table below shows adjustments which were made to Mr. Okamoto’s total compensation in 2021 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718.

  114. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” to the PEO Merrick Okamoto | 2021 | | Total Compensation in the SCT | $143,781,988 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(143,410,673) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $— | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $181,973,184 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $17,096,720 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Compensation Actually Paid | $199,441,219 |

  115. Pay Versus Performance

    (2)The dollar amounts reported in column (c)(ii) represent the amount of “compensation actually paid” in 2025, 2024, 2023, 2022 and 2021 to Mr. Thiel, who has served as our Chief Executive Officer since April 2021. All such amounts were computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Thiel during each applicable year. The table below shows adjustments which were made to Mr. Thiel’s total compensation in 2025, 2024, 2023, 2022 and 2021 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718.

  116. Pay Versus Performance

    | 2026 PROXY STATEMENT | 67 |

  117. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” to the PEO Fred Thiel | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation in the SCT | $27,053,236 | $43,244,809 | $36,116,620 | $7,109,432 | $18,022,335 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(19,518,868) | $(40,094,856) | $(33,506,720) | $(5,869,183) | $(17,182,601) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $9,986,832 | $36,201,583 | $22,504,665 | $— | $— | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(13,863,068) | $(4,152,080) | $1,671,831 | $854,658 | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,069,197 | $19,571,094 | $1,467,293 | $— | $3,236,817 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(498,227) | $(2,685,119) | $1,263,661 | $3,847,715 | $587,188 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | $— | | Compensation Actually Paid | $6,229,101 | $52,085,431 | $29,517,350 | $5,942,622 | $4,663,738 |

  118. Pay Versus Performance

    (3)The dollar amounts reported in this column represent the average of the amounts reported for MARA’s non-CEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table in each year. The names of each of the non-CEO Named Executive Officers included for purposes of calculating the average amounts in each year are as follows: (i) for 2025 and 2024, Mr. Khan and Mr. Nowaid, (ii) for 2023, Mr. Khan, Jim Crawford, Ashu Swami, Adam Swick and Hugh Gallagher; (iii) for 2022, Mr. Gallagher, Mr. Crawford, Mr. Swami, John Lee and Simeon Salzman; and (iv) for 2021, Mr. Crawford, Mr. Swami and Mr. Salzman. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-CEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-CEO Named Executive Officers as a group during the applicable year. The table below shows adjustments which were made to average total compensation for the non-CEO Named Executive Officers as a group in 2025, 2024, 2023, 2022 and 2021 to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with Topic 718.

  119. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” to Non-CEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation in the SCT | $12,501,550 | $20,014,101 | $9,355,561 | $2,734,160 | $1,873,210 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(8,988,945) | $(18,464,751) | $(8,504,190) | $(2,335,287) | $(1,570,280) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,599,201 | $15,620,056 | $4,464,368 | $257,426 | $876,267 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(5,659,205) | $(390,768) | $692,917 | $(294,400) | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,413,439 | $8,152,946 | $421,640 | $117,600 | $1,263,196 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(207,696) | $(236,018) | $152,043 | $(99,050) | $768,361 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $(70,367) | $— | $— | | Compensation Actually Paid | $3,658,345 | $24,695,565 | $6,511,973 | $380,449 | $3,210,754 |

  120. Pay Versus Performance

    | 68 | |

  121. Pay Versus Performance

    (5)Cumulative TSR is calculated by dividing the difference between MARA’s share price at the end and the beginning of the measurement period (including reinvestment of dividends) by MARA’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is comprised of Bitfarms Ltd. (BITF), CleanSpark, Inc. (CLSK), HIVE Digital Technologies Ltd. (HIVE) and Riot Platforms, Inc. (RIOT). The peer group TSR presented above differs from the peer group TSR disclosed in the Company's Form 10-K for the fiscal year ended December 31, 2025. The figures in this table reflect (i) market capitalization weighting of peer returns at the start of each measurement period, and (ii) TSR calculated for each peer individually prior to averaging across the peer group. The Form 10-K figures were calculated using a simple average of peer prices prior to deriving a single TSR. While the two methodologies produce different absolute figures, the overall trend in peer group performance is consistent across both approaches. (7)Adjusted EBITDA is defined as (a) GAAP net income (loss) plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items which include (i) stock-based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of goodwill and other assets, (iv) restructuring costs, (v) acquisition and integration costs, (vi) net gain from extinguishment of debt, (vii) net gain on investments and (viii) early termination expenses.

  122. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in greater detail in “—Executive Compensation Philosophy and Objectives,” MARA’s executive compensation program reflects a compensation package for executive officers that is competitive, tied to performance and aligned with the interests of our stockholders. While MARA utilizes several performance measures to align executive compensation with MARA’s performance, all of those measures are not presented in the Pay Versus Performance Table. Moreover, MARA generally seeks to incentivize long-term performance, and therefore does not specifically align MARA’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, MARA is providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance Table.

  123. Compensation Actually Paid and TSRs

    Compensation Actually Paid and TSRs

  124. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  125. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA