$MARA filed an 8-K on February 25, 2026 disclosing that its board approved new forms of equity award agreements under the company's Amended and Restated 2018 Equity Incentive Plan. The filing covers two award types: restricted stock units and performance-based restricted stock units. The structure matters because the PSU performance conditions are not generic financial targets. They are tied directly to the two operating variables that define $MARA's near-term mining thesis.

The RSU Schedule Is Straightforward

RSUs granted under the new form vest in eleven substantially equal quarterly installments. The schedule runs from April 1, 2026 through December 31, 2028, subject to continued employment at each vesting date. Eleven quarterly installments over roughly eleven quarters is a near-linear vesting curve. There is no cliff, no acceleration trigger on performance, and no unusual front-loading. For recipients, this is a retention instrument with a nearly three-year horizon.

The PSU Conditions Name the Operational Bets

The PSU structure is more revealing. Vesting requires both a performance-based condition and a time-based condition to be satisfied. The performance condition is based on $MARA's achievement during fiscal year 2026 of two specific metrics: Economic Triad Megawatt Capacity and Annual Recurring Revenues, each as defined in the award agreement.

Choosing megawatt capacity as a PSU metric signals that management is treating infrastructure scale as a primary 2026 deliverable. For a Bitcoin miner, megawatt capacity is the upstream constraint on hashrate, which is the upstream constraint on block reward economics. Tying executive compensation to that number puts management's equity directly in line with the operational expansion the company has been communicating externally. Annual Recurring Revenues as the second metric adds a revenue-quality dimension alongside the raw capacity number.

Neither metric is Bitcoin price. That is a deliberate choice. The award structure rewards execution on infrastructure and revenue, not the macro tailwind.

Change-of-Control Treatment Removes the Performance Gate

If a change of control occurs before PSUs are fully vested, the filing specifies that unvested PSUs will be treated in the same manner as RSUs, with the performance-based vesting conditions deemed achieved at target level. The time-based condition still applies under the Plan terms.

This is standard M&A protection language for PSU holders, but it has a concrete effect: an acquirer cannot use the performance gate to zero out unvested PSU awards. At target performance, the awards convert to RSU treatment and continue on the time-based schedule. Recipients get protection against a deal that closes before the 2026 performance year resolves.

Where This Filing Sits in the Broader MARA Picture

$MARA's Filing Risk Score sits at 100, driven by the density of recent disclosure activity rather than any single filing. This 8-K is one data point in that elevated cadence. The BTC Exposure Score is 80, reflecting the direct balance-sheet and revenue sensitivity to Bitcoin that defines the miner category. $MARA disclosed aggregate fair market value of approximately $2.41 billion as of March 31, 2026, per the May 10, 2026 10-Q.

The equity award structure disclosed here does not change the Bitcoin exposure profile. What it does is formalize the performance framework management will be judged against through 2028. The two PSU metrics, megawatt capacity and recurring revenues, are the numbers to track against when $MARA reports quarterly results through the end of fiscal 2026.

$MARA's stock has gained roughly 65% over the past three months as of May 20, per cached price context, while remaining below its 52-week high set in October 2025. The short-term trend is up and the long-term trend remains down, a combination that makes the 2026 operational execution against these PSU targets more consequential for where the equity settles over the award's full vesting horizon.

The next concrete read on whether $MARA is tracking toward the PSU performance conditions will come from quarterly operational disclosures on megawatt capacity additions and revenue. The award agreement definitions for both metrics are filed as exhibits to the 8-K and are the reference point for any gap between reported figures and the compensation targets.

Research only. Not investment advice.