MARA (MARA) General Counsel earns 203,648 performance stock units in equity award

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported acquiring 203,648 shares of common stock on a Form 4. These were performance-vested restricted stock units earned under a February 28, 2025 equity award after company performance goals for 2025 were certified on February 18, 2026, and they remain subject to time-based vesting.

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)
02/18/2026

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	02/18/2026		A		203,648(1)	A	$0.00	894,633	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. Represents the number of performance-vested restricted stock units ("PSUs") earned by the reporting person pursuant to an award granted on February 28, 2025 under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended, and the related award agreement. The PSUs were subject to issuer performance goals based on hashrate hours, total exahash and deployed megawatts over the performance period beginning January 1, 2025 and ending on December 31, 2025. On February 18, 2026, the Talent, Culture and Compensation Committee of the issuer's Board of Directors certified the level of achievement of the applicable performance goals, resulting in the reporting person earning 203,648 PSUs. The earned PSUs remain subject to the applicable time-based vesting conditions set forth in the award agreement.

	/s/ Zabi Nowaid	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did MARA (MARA) report for Nowaid Zabi?

MARA’s General Counsel, Nowaid Zabi, reported an acquisition of 203,648 shares of common stock via earned performance-vested restricted stock units. This reflects equity-based compensation rather than an open-market stock purchase or sale.

How many shares did MARA’s General Counsel acquire in the latest Form 4?

The Form 4 shows an acquisition of 203,648 performance-vested restricted stock units, corresponding to common stock. These units were earned after performance goals were certified and represent a non-cash equity award under MARA’s incentive plan.

What performance period applied to the MARA PSUs reported by Nowaid Zabi?

The earned MARA PSUs covered a performance period from January 1, 2025 to December 31, 2025. Performance goals were tied to hashrate hours, total exahash, and deployed megawatts under the company’s equity incentive plan.

Which plan governed the MARA PSUs awarded to General Counsel Nowaid Zabi?

The PSUs were granted under MARA’s Amended and Restated 2018 Equity Incentive Plan, as amended, along with a related award agreement. This plan provides for performance-based and time-based equity compensation for eligible participants.

Are the MARA PSUs reported by Nowaid Zabi fully vested common shares?

The PSUs have been earned based on performance but still remain subject to time-based vesting conditions in the award agreement. They represent rights to shares that vest over time rather than fully vested stock today.

What triggered earning the 203,648 MARA performance stock units for Nowaid Zabi?

On February 18, 2026, a board committee certified achievement of PSU performance goals based on hashrate hours, total exahash, and deployed megawatts. That certification caused 203,648 performance-vested restricted stock units to be earned by the reporting person.