MARA insider uses shares to cover tax liability

MARA Holdings, Inc. General Counsel Nowaid Zabi reported a tax-related share disposition tied to vesting of restricted stock units.

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported a tax-related share disposition tied to vesting of restricted stock units. On April 30, 2026, 23,781 shares of common stock were withheld at an indicated value of $11.99 per share to cover his tax liability.

According to the filing, this was not an open market sale but a payment of tax by delivering securities. After this withholding, Zabi directly owns 983,266 shares of MARA Holdings common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 23,781 shares

Exercise Price or Tax Liability 1 txn

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	23,781	$11.99	$285K

Holdings After Transaction: Common Stock — 983,266 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 for taxes: 23,781 shares Indicated value per share: $11.99 per share Shares owned after transaction: 983,266 shares

3 metrics

Shares withheld for taxes 23,781 shares Tax withholding on RSU vesting, April 30, 2026

Indicated value per share $11.99 per share Value used for tax-withholding disposition

Shares owned after transaction 983,266 shares Direct common stock holdings following Form 4 event

Key Terms

restricted stock units, tax liability, open market sale, tax-withholding disposition, +1 more

5 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did MARA General Counsel Nowaid Zabi report?

Nowaid Zabi reported shares withheld to cover taxes, not a normal stock sale. On April 30, 2026, 23,781 MARA Holdings common shares were used to satisfy tax liability from vesting restricted stock units, as disclosed in his Form 4 filing.

Was the MARA Form 4 transaction an open market sale of shares?

No, the Form 4 explicitly states it was not an open market sale. Shares were withheld by MARA Holdings to cover Zabi’s tax liability upon vesting of restricted stock units, meaning he did not choose to sell shares on the open market.

How many MARA Holdings shares were withheld for taxes in this Form 4?

The filing shows 23,781 shares of common stock were withheld. These shares were valued at $11.99 each for the tax-withholding calculation related to the vesting of restricted stock units, according to the Form 4 transaction details and accompanying footnote.

What are Nowaid Zabi’s MARA share holdings after this tax-withholding event?

After the tax-withholding transaction, Zabi directly holds 983,266 MARA Holdings common shares. This figure reflects his ownership following the 23,781-share disposition used to satisfy tax obligations from restricted stock unit vesting, as reported in the Form 4.

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

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, MARA withheld 23,781 shares from Zabi upon RSU vesting to cover taxes, rather than him selling shares in the open market himself.

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

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Accepted by SEC EDGAR 05/04/2026 - 09:00 PM EDT 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^*

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)
04/30/2026

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	04/30/2026		F		23,781(1)	D	$11.99	983,266	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	05/04/2026
	** 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)