MARA Holdings Inc SEC Filings

MARA Holdings, through its wholly owned subsidiary Mara France, entered an investment agreement to acquire a controlling interest in Exaion, a French digital infrastructure company. Under the agreement Mara France will subscribe for and purchase approximately 4.1 million new Exaion ordinary shares for an aggregate of about 0115 million and will acquire about 1.2 million existing shares from sellers for approximately 033 million, payable in two tranches (023 million at closing and 010 million in 2027 subject to conditions). After the Primary and first Secondary payments at closing, Mara France is expected to hold roughly 64% of Exaion.

The agreement contemplates a Third Transaction on March 30, 2027 to buy about 3.9 million additional shares for roughly 0110 million, which would increase Mara Frances stake to about 75%. Completion is subject to customary closing conditions and foreign investment control clearances in France and Canada; the parties may terminate if approvals are not obtained by January 31, 2026. The Transaction is not conditioned on external financing and the agreement includes customary representations, covenants and indemnities; certain exhibit schedules are omitted from the filing.

Fred Thiel, CEO and Director of MARA Holdings, Inc., reported withholding of vested restricted stock units to cover tax obligations. The form shows three withholding transactions on 08/06/2025: 40,496 shares at $16.55, 40,388 shares at $16.08, and 27,316 shares at $15.50. The filing states these withholdings were made to satisfy tax liabilities connected to RSU vesting and were not open market sales.

Each line also reports the resulting beneficial ownership counts following the transactions: 3,906,008, 3,865,620, and 3,838,304, respectively. The document is a routine insider reporting of tax-withholding on vested equity rather than discretionary selling.

Salman Khan, identified as Chief Financial Officer of MARA Holdings, reported vesting-related share withholdings on 08/06/2025. The Form 4 shows two share-withholding entries: 34,382 shares withheld at a reported price of $16.55 and 30,946 shares withheld at $16.08; the filer notes these were withheld to cover tax liability on restricted stock units and were not open-market sales. The filing also shows indirect beneficial ownership of 324,572 shares by the S & N Khan Family Trust. Reported beneficial ownership figures following the transactions are listed as 1,462,879 and 1,431,933 shares in the respective entries.

This disclosure records routine executive compensation settlement events rather than discretionary sales and clarifies ownership both directly and indirectly through a family trust.

Douglas K. Mellinger, a director of MARA Holdings, Inc., sold 1,000 shares of common stock on 08/07/2025 at $16.21 per share. The Form 4 reports the sale was effected pursuant to a Rule 10b5-1 trading plan that the reporting person adopted on March 6, 2025, indicating the transaction followed a pre-established plan rather than a discretionary trade.

After the reported disposition, Mr. Mellinger is shown as beneficially owning 173,859 shares as direct ownership. The disclosure is limited to this single non-derivative sale and the plan explanation provided in the filing.

Nowaid Zabi, identified as the company's General Counsel, reported non-derivative transactions in MARA Holdings, Inc. common stock related to restricted stock units. On 08/06/2025 a total of 27,975 shares were withheld to cover tax liabilities in three withholding entries at prices of $16.55, $16.08 and $15.50. The filing states these were not an open-market sale.

Following these withholdings the reporting person beneficially owned 784,364 shares of MARA common stock. The disclosure documents routine tax-related share withholding upon RSU vesting and does not represent an active sale by the reporting person.