MARA Holdings (MARA) CFO reports 31,007 tax-withheld RSU shares

Rhea-AI Filing Summary

MARA Holdings Inc.'s Chief Financial Officer Salman Khan had 31,007 shares of common stock withheld on February 5, 2026 at $9.12 per share to cover tax obligations from vesting restricted stock units. This was a tax withholding, not an open market sale.

After this transaction, Khan beneficially owned 1,104,359 shares directly. He also indirectly beneficially owned 311,886 shares of common stock through the S & N Khan Family Trust, where he and his spouse serve as trustees for the benefit of their immediate family.

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^*

Khan Salman Hassan

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		31,007(1)	D	$9.12	1,104,359	D
Common Stock								311,886	I(2)	By S & N Khan Family Trust

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.

2. The reporting person and his spouse are trustees of the S & N Khan Family Trust, and members of the reporting person's immediate family are the sole beneficiaries of the trust.

	/s/ Zabi Nowaid, Attorney-in-Fact for Salman Khan	02/06/2026
	** 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.

FAQ

What did MARA Holdings (MARA) CFO Salman Khan report in this Form 4 filing?

MARA Holdings CFO Salman Khan reported shares withheld for taxes tied to restricted stock vesting. The transaction covered tax liability and was explicitly stated not to be an open market sale, while leaving him with substantial direct and indirect share ownership.

How many MARA Holdings shares were withheld for Salman Khan’s taxes and at what price?

The filing shows 31,007 shares of MARA Holdings common stock were withheld at $9.12 per share. These shares covered Salman Khan’s tax liability from vesting restricted stock units, rather than representing a discretionary sale into the market.

How many MARA Holdings shares does Salman Khan own directly after this transaction?

After the reported tax-withholding transaction, Salman Khan directly beneficially owned 1,104,359 shares of MARA Holdings common stock. This figure reflects his holdings following the 31,007 shares withheld to satisfy tax obligations from restricted stock unit vesting.

What is the S & N Khan Family Trust’s relationship to MARA Holdings shares?

The S & N Khan Family Trust holds 311,886 MARA Holdings shares indirectly for Salman Khan. He and his spouse are trustees, and members of his immediate family are the trust’s sole beneficiaries, giving him indirect beneficial ownership of those shares.

Was the MARA Holdings CFO’s reported transaction an open market sale of shares?

No, the transaction was not an open market sale. The filing clarifies the 31,007 shares were withheld solely to cover Salman Khan’s tax liability arising from vesting restricted stock units, rather than being sold on the open market for investment purposes.

What role does Salman Khan hold at MARA Holdings and how is it disclosed?

Salman Khan is disclosed as the Chief Financial Officer of MARA Holdings. The Form 4 identifies him as an officer, specifies his title, and details both his direct and indirect beneficial ownership positions following the tax-withholding share transaction reported.