MARA Holdings, Inc. (MARA) GC reports RSU tax share withholdings

Rhea-AI Filing Summary

MARA Holdings, Inc. reported that General Counsel Nowaid Zabi had company shares withheld to cover tax obligations from vesting restricted stock units. On August 3, 2026, 4,139 common shares at $11.75 per share and on July 31, 2026, 9,745 shares at $11.32 per share were withheld. The company states these were tax-withholding transactions and not open market sales.

Insider Trade Summary

Net Seller: 13,884 shares

Net Sell 2 txns

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	4,139	$11.75	$49K
Tax Withholding	Common Stock F1	9,745	$11.32	$110K

Holdings After Transaction: Common Stock — 907,156 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: 4,139 shares at $11.75 Shares withheld 2026-07-31: 9,745 shares at $11.32 Shares withheld for taxes: 13,884 shares

3 metrics

Shares withheld 2026-08-03 4,139 shares at $11.75 Common stock withheld for tax liability on August 3, 2026

Shares withheld 2026-07-31 9,745 shares at $11.32 Common stock withheld for tax liability on July 31, 2026

Shares withheld for taxes 13,884 shares Aggregate shares linked to tax liability across reported F-code transactions

Key Terms

restricted stock units, 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.

tax liability financial

"withheld to cover the reporting person's tax liability in connection"

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.

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider activity did MARA (MARA) report for General Counsel Nowaid Zabi?

MARA reported that General Counsel Nowaid Zabi had company shares withheld to cover tax liabilities from vesting restricted stock units, totaling 13,884 shares across two dates. The company clarifies these were not open market sales.

How many MARA (MARA) shares were withheld on August 3, 2026?

On August 3, 2026, 4,139 shares of MARA common stock were withheld at $11.75 per share. These shares were used to satisfy tax liability tied to restricted stock unit vesting, rather than being sold in the market.

How many MARA (MARA) shares were withheld on July 31, 2026?

On July 31, 2026, 9,745 shares of MARA common stock were withheld at $11.32 per share. The company states this withholding covered tax obligations from restricted stock unit vesting and did not involve an open market sale.

Were the MARA (MARA) insider transactions open market sales?

No. The filing explains that the reported transactions reflect shares withheld to cover tax liability from vesting restricted stock units. It explicitly states the activity was not an open market sale by General Counsel Nowaid Zabi.

What does transaction code F mean in the MARA (MARA) Form 4?

Transaction code F indicates a payment of tax liability by delivering or withholding securities. In this case, MARA used F to record shares withheld from General Counsel Nowaid Zabi’s awards when his restricted stock units vested.

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^*

Nowaid Zabi

(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)

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

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		9,745(1)	D	$11.32	911,295	D
Common Stock	08/03/2026		F		4,139(1)	D	$11.75	907,156	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	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)