MARA Holdings (MARA) counsel sells shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported an open-market sale of 8,250 shares of common stock at $12.00 per share and a separate disposition of 4,248 shares withheld to cover taxes on vesting restricted stock units.

The tax-related disposition was not an open-market sale. After these transactions, Zabi directly held 970,768 shares of MARA Holdings common stock. The filing notes that the sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025.

Insider Trade Summary 10b5-1

Net Seller: 8,250 shares ($99,000)

Net Sell 2 txns

Insider Nowaid Zabi

Role General Counsel

Sold 8,250 shs ($99K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,248	$11.46	$49K
Sale	Common Stock	8,250	$12.00	$99K

Holdings After Transaction: Common Stock — 979,018 shares (Direct, null)

Footnotes (1)

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. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.

Key Figures

Open-market sale: 8,250 shares at $12.00 Tax-withholding shares: 4,248 shares at $11.46 Shares held after transactions: 970,768 shares +2 more

5 metrics

Open-market sale 8,250 shares at $12.00 Common Stock sale reported on Form 4

Tax-withholding shares 4,248 shares at $11.46 Shares withheld to cover tax liability on RSU vesting

Shares held after transactions 970,768 shares Direct ownership following reported transactions

Net sell shares 8,250 shares Net buy/sell direction from transaction summary

Rule 10b5-1 plan adoption date September 12, 2025 Date trading plan for the sale was adopted

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax-withholding disposition, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"tax liability 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-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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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)
05/18/2026

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	05/18/2026		F		4,248(1)	D	$11.46	979,018	D
Common Stock	05/18/2026		S(2)		8,250	D	$12	970,768	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.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.

	/s/ Zabi Nowaid	05/20/2026
	** 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).
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)

FAQ

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

Nowaid Zabi reported selling 8,250 shares of MARA common stock at $12.00 per share and a separate disposition of 4,248 shares withheld to cover taxes related to vesting restricted stock units.

Was the MARA (MARA) insider sale by Nowaid Zabi an open-market transaction?

Yes, the Form 4 shows an open-market or private sale of 8,250 MARA common shares at $12.00 each. A separate 4,248-share disposition covered tax liabilities and was explicitly not an open-market sale.

How many MARA (MARA) shares does Nowaid Zabi hold after the transactions?

After the reported sale and tax-withholding disposition, Nowaid Zabi directly holds 970,768 shares of MARA Holdings common stock, according to the Form 4’s post-transaction ownership figures.

Were any MARA (MARA) shares disposed of for tax withholding by Nowaid Zabi?

Yes, 4,248 shares of MARA common stock were withheld to satisfy tax liabilities from vesting restricted stock units. The filing clarifies this tax-withholding disposition was not an open-market sale.

Was the MARA (MARA) insider sale by Nowaid Zabi under a Rule 10b5-1 plan?

Yes, the Form 4 footnote states the reported sale was executed under a Rule 10b5-1 trading plan adopted by Nowaid Zabi on September 12, 2025, indicating it was pre-arranged rather than opportunistic.