MARA Holdings CEO sells 27,505 shares at $11.22

The September 30 withholding covered tax liability tied to restricted stock unit vesting, rather than an open-market sale.

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer and director Frederick G. Thiel sold 27,505 common shares at $11.22 per share on October 1, 2026, pursuant to a Rule 10b5-1 trading plan he adopted June 9, 2026. On September 30, 2026, 63,101 shares were withheld to cover his tax liability in connection with vesting of restricted stock units; that transaction was not an open-market sale.

Insider Trade Summary 10b5-1

Net Seller: 27,505 shares

Net Sell 2 txns

Insider Thiel Frederick G

Role Chief Executive Officer

Sold 27,505 shs ($309K)

Type	Security	Shares	Price	Value
Sale	Common Stock F2	27,505	$11.22	$309K
Tax Withholding	Common Stock F1	63,101	$11.33	$715K

Holdings After Transaction: Common Stock — 4,217,586 shares (Direct)

Footnotes (2)

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.
2. F2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 9, 2026.

Key Figures

Common shares sold: 27,505 shares Sale price per share: $11.22 per share Shares withheld for tax liability: 63,101 shares +1 more

4 metrics

Common shares sold 27,505 shares October 1, 2026

Sale price per share $11.22 per share Sale on October 1, 2026

Shares withheld for tax liability 63,101 shares September 30, 2026; restricted stock unit vesting

Reported price per share for tax withholding $11.33 per share September 30, 2026

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax liability

3 terms

Rule 10b5-1 trading plan regulatory

"pursuant to a Rule 10b5-1 trading plan"

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

"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"

FAQ

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

How many MARA shares did CEO Frederick G. Thiel sell, and at what price?

Frederick G. Thiel, MARA Holdings' Chief Executive Officer and a director, sold 27,505 common shares at $11.22 per share on October 1, 2026. The sale was made pursuant to a Rule 10b5-1 trading plan he adopted June 9, 2026.

Why were 63,101 MARA shares withheld on September 30, 2026?

63,101 shares were withheld to cover Thiel's tax liability in connection with vesting of restricted stock units on September 30, 2026. The reported price was $11.33 per share, and the transaction was not an open-market sale.

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

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Available on EDGAR 10/02/2026 - 07:00 PM Accepted by SEC EDGAR 10/02/2026 - 07:00 PM 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).

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^*

Thiel Frederick G

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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	09/30/2026		F		63,101(1)	D	$11.33	4,245,091	D
Common Stock	10/01/2026		S(2)		27,505	D	$11.22	4,217,586	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 June 9, 2026.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	10/02/2026
	** 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)