Form 8-K

8-K — MARA Holdings, Inc.

Accession: 0001493152-26-035933

Filed: 2026-08-04

Period: 2026-07-29

CIK: 0001507605

SIC: 6199 (FINANCE SERVICES)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 29, 2026

MARA

HOLDINGS, INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-36555

01-0949984

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1010

South Federal Highway, Suite 2700

Hallandale

Beach, FL 33009

(Address

of principal executive offices and zip code)

(800)

804-1690

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

MARA

NASDAQ

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Departure

of Directors

July 29, 2026 and July 30, 2026, Barbara Humpton and Georges Antoun, respectively, notified the board of directors (the “Board”)

of MARA Holdings, Inc. (the “Company”) of their decision to resign from the Board, effective as of July 31, 2026, which the

Board accepted. Each of Ms. Humpton and Mr. Antoun informed the Board that their resignation was for personal reasons and was not due

to any disagreements with the Company relating to the Company’s operations, policies or practices. The Company thanks Ms. Humpton

and Mr. Antoun for their Board service and wishes them well.

Appointment

of Directors

August 1, 2026, the Board appointed each of Nancy Novak and Craig Hart to serve as a director on the Board, filling the vacancies created

by the aforementioned resignations, effective immediately. Mr. Hart has also been appointed to serve as a member of the Risk and Audit

Committee of the Board, succeeding Mr. Antoun. Ms. Novak will serve as a Class I director, with a term expiring at the Company’s

2027 annual meeting of stockholders or until her successor is duly elected and qualified, or until her earlier death, resignation or

removal. Mr. Hart will serve as a Class II director, with a term expiring at the Company’s 2028 annual meeting of stockholders

or until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Mr.

Hart currently serves as Senior Portfolio Manager and Global Co-Head of Energy and Power at Avenue Capital Group, where he leads the

firm’s private power strategy. Over more than 25 years in the energy sector, he has held senior leadership roles spanning power

generation, energy infrastructure, corporate strategy, finance and private investing. Prior to joining Avenue Capital, Mr. Hart served

as Executive Vice President and Chief Financial Officer of US Power Generating Company, where he helped build the company into a leading

independent power producer before its sale to Tenaska Capital Management. He has also overseen significant investments in power generation

and energy infrastructure platforms, including the formation and growth of Middle River Power. Mr. Hart has a B.A. from the Colorado

College, an M.B.A. from Yale School of Management and a Master of Environmental Science from Yale School of Forestry & Environmental

Studies.

Ms.

Novak is a recognized leader in hyperscale data center development and digital infrastructure innovation. She previously served as Chief

Innovation Officer of Compass Datacenters, where she helped lead large-scale data center development for hyperscale and cloud customers

while advancing construction innovation, industrialized building methods and sustainable infrastructure initiatives. Her career spans

more than four decades across mission-critical infrastructure development, construction and operations, and she currently serves on the

boards of Sims Limited and Weston Solutions. Ms. Novak holds a B.S. in Construction Management from San Diego State University.

There

are no arrangements or understandings between Mr. Hart or Ms. Novak and any other person pursuant to which Mr. Hart or Ms. Novak was

selected and appointed as a director of the Company. There are no transactions in which Mr. Hart or Ms. Novak has a direct or indirect

material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange

Commission (the “Commission”).

connection with their service on the Board, each of Mr. Hart and Ms. Novak will be eligible to receive compensation under the Company’s

non-employee director compensation program, as disclosed in the Company’s Definitive Proxy Statement filed with the Commission

on April 30, 2026, as may be adjusted by the Board from time to time. Mr. Hart and Ms. Novak will each enter into an indemnification

agreement with the Company providing for indemnification and advancement of expenses to the fullest extent permitted by the Nevada Revised

Statutes.

Item

7.01. Regulation FD Disclosure.

copy of the press release announcing the appointment of Mr. Hart and Ms. Novak to the Board is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The

information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press release dated August 4, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

MARA

HOLDINGS, INC.

Date:

August 4, 2026

By:

/s/

Zabi Nowaid

Name:

Zabi

Nowaid

Title:

General

Counsel and Corporate Secretary

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

MARA

Appoints Two New Independent Directors to Board

Craig

Hart and Nancy Novak Bring Deep Expertise in Power Infrastructure, Energy Investing and Hyperscale Data Center Development to Support

MARA’s Next Phase of Growth

MIAMI,

FL, August 4, 2026 – MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a leading energy

and digital infrastructure company, today announced the appointment of Craig Hart and Nancy Novak as independent directors to its board

of directors (the “Board”), effective August 1, 2026. In connection with these appointments, Barbara Humpton and Georges

Antoun have stepped down from the Board, effective July 31, 2026, as part of a planned transition. Following these changes, MARA’s

Board will continue to comprise seven directors, six of whom are independent.

“MARA

is executing a strategy that brings together energy, digital infrastructure and compute,” said Fred Thiel, MARA’s chairman

and CEO. “As our significant energy footprint continues to expand, we are actively working with our partners to advance our digital

infrastructure strategy. Craig’s extensive experience across power markets, energy investment and infrastructure development, together

with Nancy’s deep expertise in hyperscale data centers, will provide valuable perspectives as we pursue these opportunities, maximize

the long-term value of every megawatt we control and build on the strong foundation of our Bitcoin mining business.”

“Our

Board regularly evaluates its composition and the mix of skills, experience and perspectives needed to support MARA’s strategy

and long-term growth,” said Doug Mellinger, MARA’s lead independent director. “Craig and Nancy bring highly relevant,

complementary capabilities to an already strong Board. We look forward to their contributions as we continue overseeing the Company’s

execution and working on behalf of all MARA shareholders.”

Mr.

Hart currently serves as Senior Portfolio Manager and Global Co-Head of Energy and Power at Avenue Capital Group, where he leads the

firm’s private power strategy. Over more than 25 years in the energy sector, he has held senior leadership roles spanning power

generation, energy infrastructure, corporate strategy, finance and private investing. Prior to joining Avenue Capital, Mr. Hart served

as Executive Vice President and Chief Financial Officer of US Power Generating Company, where he helped build the company into a leading

independent power producer before its sale to Tenaska Capital Management. He has also overseen significant investments in power generation

and energy infrastructure platforms, including the formation and growth of Middle River Power.

“Power

is becoming one of the most strategic assets in the digital economy, and MARA has assembled a differentiated platform to capitalize on

that opportunity,” said Mr. Hart. “I look forward to working with my fellow directors and the management team as the Company

continues expanding its energy portfolio, executing its digital infrastructure strategy and creating long-term value for shareholders.”

Ms.

Novak is a recognized leader in hyperscale data center development and digital infrastructure innovation. She previously served as Chief

Innovation Officer of Compass Datacenters, where she helped lead large-scale data center development for hyperscale and cloud customers

while advancing construction innovation, industrialized building methods and sustainable infrastructure initiatives. Her career spans

more than four decades across mission-critical infrastructure development, construction and operations, and she currently serves on the

boards of Sims Limited and Weston Solutions.

“The

next generation of digital infrastructure will require disciplined execution, speed to market and a deep understanding of hyperscale

and enterprise customers,” said Ms. Novak. “MARA combines a compelling strategy with unique infrastructure assets, and I’m

excited to contribute my experience in data center development and innovation as the Company continues executing that vision.”

“On

behalf of the Board and the entire Company, I would like to thank Barbara and Georges for their leadership and significant contributions

to MARA,” Mr. Thiel added. “We are grateful for their service during an important period in the Company’s evolution

and wish them both continued success.”

About

MARA

(NASDAQ: MARA) deploys digital energy technologies to advance the world’s energy systems. Harnessing the power of compute, MARA

transforms excess energy into digital capital, balancing the grid and accelerating the deployment of critical infrastructure. Building

on its expertise to redefine the future of energy, MARA develops technologies that reduce the energy demands of high-performance computing

applications, from AI to the edge.

MARA

Company Contact:

Telephone:

800-804-1690

Email: ir@mara.com

MARA

Media Contact:

Email:

mara-jf@joelefrank.com

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