MARA Holdings (MARA) grants 197,919 RSUs to its General Counsel

Rhea-AI Filing Summary

MARA Holdings, Inc. reported that its General Counsel, Zabi Nowaid, acquired 197,919 shares of common stock through a grant of restricted stock units under the company’s Amended and Restated 2018 Equity Incentive Plan. No cash was paid for this award. Following this grant, his directly held common stock position is 1,092,552 shares.

The RSUs vest in eleven substantially equal quarterly installments from April 1, 2026 through December 31, 2028, and each unit represents a contingent right to receive one share of common stock, subject to his continued service with the company through each vesting date.

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

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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^*

Nowaid Zabi

(Last) (First) (Middle)

C/O MARA HOLDINGS, INC.

1010 SOUTH FEDERAL HIGHWAY, SUITE 2700

(Street)

HALLANDALE BEACH FL 33009

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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	02/20/2026		A		197,919(1)	A	$0.00	1,092,552	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 a grant of restricted stock units ("RSUs") made to the reporting person under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended. The RSUs vest in eleven (11) substantially equal quarterly installments during the period beginning on April 1, 2026, and ending on December 31, 2028, subject to the reporting person's continued service to the issuer through each vesting date. Each RSU represents a contingent right to receive one share of the issuer's common stock, par value $0.0001 per share.

	/s/ Zabi Nowaid	02/20/2026
	** 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).
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FAQ

What insider transaction did MARA’s General Counsel report on this Form 4?

MARA’s General Counsel, Zabi Nowaid, reported acquiring 197,919 shares of common stock via a grant of restricted stock units. The award was granted under the Amended and Restated 2018 Equity Incentive Plan and involved no cash payment per share.

How will the 197,919 MARA restricted stock units granted to the General Counsel vest?

The 197,919 restricted stock units vest in eleven substantially equal quarterly installments. Vesting begins on April 1, 2026, and continues through December 31, 2028, conditioned on the General Counsel’s continued service with MARA Holdings through each scheduled vesting date.

What is the value per share for the MARA restricted stock units granted to the General Counsel?

The restricted stock units were granted at a reported price of $0.0000 per share, meaning no cash consideration was paid for the award. Each unit represents a contingent right to receive one share of MARA common stock upon vesting.

How many MARA common shares does the General Counsel hold after this RSU grant?

After this restricted stock unit grant, the General Counsel’s directly held MARA common stock position totals 1,092,552 shares. This figure reflects the updated ownership reported in the Form 4 following the award of 197,919 new restricted stock units.

Under which equity plan were the MARA RSUs granted to the General Counsel?

The restricted stock units granted to the General Counsel were issued under MARA’s Amended and Restated 2018 Equity Incentive Plan, as amended. This plan provides for equity-based awards, with each RSU representing a contingent right to receive one share of common stock.