MARA Holdings CEO reports shares withheld for taxes

MARA Holdings, Inc. Chief Executive Officer and director Frederick G. Thiel reported two tax-withholding dispositions of common stock related to vesting of restricted stock units.

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer and director Frederick G. Thiel reported two tax-withholding dispositions of common stock related to vesting of restricted stock units. On August 3, 2026, 27,316 shares were withheld at $11.75 per share, and on July 31, 2026, 40,388 shares were withheld at $11.32 per share, for a total of 67,704 shares. The company states these were withheld to cover Thiel’s tax liability and were not open market sales.

Insider Trade Summary

Tax Withholding: 67,704 shares

Tax Withholding 2 txns

Insider Thiel Frederick G

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	27,316	$11.75	$321K
Tax Withholding	Common Stock F1	40,388	$11.32	$457K

Holdings After Transaction: Common Stock — 4,363,202 shares (Direct)

Footnotes (1)

1. F1. Reflects shares of the issuer's common stock withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units. This transaction was not an open market sale by the reporting person.

Key Figures

Shares withheld 2026-08-03: 27,316 shares Price per share 2026-08-03: $11.75 Shares withheld 2026-07-31: 40,388 shares +2 more

5 metrics

Shares withheld 2026-08-03 27,316 shares Common stock withheld to cover tax liability at vesting of RSUs on August 3, 2026

Price per share 2026-08-03 $11.75 Value used for 27,316 withheld shares on August 3, 2026

Shares withheld 2026-07-31 40,388 shares Common stock withheld to cover tax liability at vesting of RSUs on July 31, 2026

Price per share 2026-07-31 $11.32 Value used for 40,388 withheld shares on July 31, 2026

Total shares withheld for taxes 67,704 shares Aggregate shares withheld across both tax-withholding transactions

Key Terms

restricted stock units, withheld to cover the reporting person's tax liability, open market sale

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withheld to cover the reporting person's tax liability financial

"Reflects shares ... withheld to cover the reporting person's tax liability"

open market sale financial

"This transaction was not an open market sale by the reporting person"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MARA (MARA) CEO Frederick G. Thiel report?

Frederick G. Thiel reported two dispositions of common stock as tax-withholding events tied to restricted stock units vesting. In total, 67,704 shares were withheld on July 31 and August 3, 2026, to satisfy his tax obligations rather than through market sales.

How many MARA (MARA) shares were withheld from Frederick Thiel and at what prices?

A total of 67,704 shares of MARA common stock were withheld to cover taxes. This included 27,316 shares valued at $11.75 per share on August 3, 2026, and 40,388 shares valued at $11.32 per share on July 31, 2026.

Were Frederick Thiel’s MARA (MARA) stock transactions open market sales?

No, these transactions were not open market sales. The company explains that the shares were withheld to cover Thiel’s tax liability arising from vesting of restricted stock units, rather than sold into the market by Thiel.

Why were MARA (MARA) shares disposed of in Frederick Thiel’s recent report?

The disposed shares reflect withholding to satisfy tax obligations from vesting restricted stock units, not discretionary trading. The company notes that shares were delivered or withheld specifically to cover Thiel’s tax liability associated with the equity compensation vesting events.

Were MARA (MARA) CEO Frederick Thiel’s transactions made under a Rule 10b5-1 plan?

The report’s Rule 10b5-1 checkbox was not checked, so it does not indicate these were executed under a pre-arranged trading plan. The transactions are instead characterized as tax-withholding dispositions connected to restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 07:00 PM Accepted by SEC EDGAR 08/04/2026 - 07:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thiel Frederick G

(Last) (First) (Middle)

C/O MARA HOLDINGS, INC.

1010 SOUTH FEDERAL HIGHWAY, SUITE 2700

(Street)

HALLANDALE BEACH FLORIDA 33009

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MARA Holdings, Inc. [ MARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2026		F		40,388(1)	D	$11.32	4,390,518	D
Common Stock	08/03/2026		F		27,316(1)	D	$11.75	4,363,202	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares of the issuer's common stock withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units. This transaction was not an open market sale by the reporting person.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)