MARA Holdings, Inc.MARA
MARA Holdings, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
2018 Equity Incentive Plan
The Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) provides for the issuance of stock options, restricted stock, restricted stock units (“RSUs”), preferred stock and other awards to employees, directors, consultants and other service providers.
In June 2025, the Company’s stockholders approved an amendment to the 2018 Plan that increased the number of shares authorized for issuance thereunder by 18,000,000 shares. As of December 31, 2025, the Company had an aggregate of 28,268,139 shares of common stock reserved for future issuance under the 2018 Plan.
The Company grants awards to employees under annual long-term incentive plans (“LTIP”) to align the incentive structure to the long-term goals of the Company, promote retention, and promote the achievement of targeted results. LTIP awards have included service-based RSUs and performance-based restricted stock units (“PSUs”). PSUs vest subject to the Company’s achievement of defined performance measures and continued employment.
Restricted Stock Units
The Company grants service-based RSUs to employees, directors, and consultants. RSUs granted to employees generally vest over a four-year period from the date of grant; however, in certain instances, all or a portion of a grant may vest immediately. RSUs granted to directors generally vest over a one-year period. The Company measures the fair value of RSUs at the grant date and recognizes expenses on a straight-line basis over the requisite service period from the date of grant for each separately-vesting tranche under the graded-vesting attribution method.
A summary of the Company’s service-based RSU activity is as follows:
| Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
Nonvested at December 31, 2023 | 5,765,529 | $ | 9.4 | ||||||||
| Granted | 7,793,855 | 18.29 | |||||||||
| Forfeited | (728,632) | 14.46 | |||||||||
| Vested | (4,841,985) | 12.99 | |||||||||
Nonvested at December 31, 2024 | 7,988,767 | $ | 15.44 | ||||||||
| Granted | 5,526,144 | 14.78 | |||||||||
| Forfeited | (1,379,929) | 16.71 | |||||||||
| Vested | (4,490,401) | 14.14 | |||||||||
Nonvested at December 31, 2025 | 7,644,581 | $ | 15.50 | ||||||||
As of December 31, 2025, there was approximately $51.8 million of aggregate unrecognized stock-based compensation related to unvested service-based RSUs that is expected to be recognized over the next 2.8 years.
Performance-based Restricted Stock Units
The Company granted PSUs on February 28, 2025 to its employees, and subsequently to new hires, pursuant to the 2025 LTIP. The PSUs vest based on the achievement of certain performance-based conditions and a market-based condition, based on the Russell 2000 Index, and are further subject to a service condition. The service periods for these PSUs range from approximately to four years and will vest as a percentage of the target number of shares between 0% and 249%, based on the individual level of achievement of each of the performance-based conditions and the market-based condition.
A summary of the Company’s PSU activity is as follows:
| Number of PSUs | Weighted Average Grant Date Fair Value (1) | ||||||||||
Nonvested at December 31, 2023 | — | $ | — | ||||||||
| Granted | 3,016,773 | 49.05 | |||||||||
| Forfeited | (2,696) | 14.12 | |||||||||
| Vested | (753,465) | 49.05 | |||||||||
Nonvested at December 31, 2024 | 2,260,612 | $ | 49.05 | ||||||||
| Granted | 3,894,491 | 16.18 | |||||||||
| Forfeited | (831,477) | 33.88 | |||||||||
| Vested | (1,525,485) | 44.79 | |||||||||
Nonvested at December 31, 2025 | 3,798,141 | $ | 20.38 | ||||||||
(1) Weighted average grant date fair value reflects the incremental impact of the Company’s modified 2024 LTIP awards, which resulted in a 200% achievement of the target level as of the December 2024 modification date.
As of December 31, 2025, there was approximately $54.8 million of aggregate unrecognized stock-based compensation related to unvested PSUs that is expected to be recognized over the next 1.9 years.
Common Stock Warrants
As of December 31, 2025, the Company’s issued and outstanding common stock warrants had no change from December 31, 2024. The Company continues to have 324,375 outstanding warrants, at a weighted average exercise price of $25.00, that are expected to expire in January 2026.
Stock-based Compensation Expense
The following table presents a summary of the Company’s stock-based compensation expense, by award type:
| For the Year Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Performance-based restricted stock units | $ | 87,321 | $ | 47,301 | $ | — | ||||||||||||||
Restricted stock units | 84,974 | 110,341 | 32,644 | |||||||||||||||||
| Total stock-based compensation expense | $ | 172,295 | $ | 157,642 | $ | 32,644 | ||||||||||||||
The following table presents information about stock-based compensation expense by financial statement line item on the Company’s Consolidated Statements of Operations:
| For the Year Ended December 31, | ||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
| Operating and maintenance costs | $ | 2,021 | $ | — | $ | — | ||||||||||||||
| General and administrative | 168,641 | 157,642 | 32,644 | |||||||||||||||||
| Research and development | 1,633 | — | — | |||||||||||||||||
| Total stock-based compensation expense | $ | 172,295 | $ | 157,642 | $ | 32,644 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.