MARA (MARA) CEO has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer Frederick G. Thiel reported a routine tax-related share disposition. On the vesting of restricted stock units, 36,230 shares of common stock were withheld at $8.16 per share to cover his tax liability. This was not an open-market sale and did not involve a discretionary trade. Following the withholding, he directly holds 4,752,724 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thiel Frederick G

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	36,230	$8.16	$296K

Holdings After Transaction: Common Stock — 4,752,724 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 36,230 shares Withholding price per share: $8.16 per share Shares held after transaction: 4,752,724 shares +1 more

4 metrics

Shares withheld for taxes 36,230 shares Tax-withholding disposition on RSU vesting

Withholding price per share $8.16 per share Value used for tax-withheld MARA common stock

Shares held after transaction 4,752,724 shares Direct MARA common stock holdings post-withholding

Tax-withholding shares (summary) 36,230 shares TaxWithholdingShares in transaction summary

Key Terms

restricted stock units, tax-withholding disposition, Form 4, Common Stock

4 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-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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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.

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).

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)
04/01/2026

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	04/01/2026		F		36,230(1)	D	$8.16	4,752,724	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, Attorney-in-Fact for Fred Thiel	04/03/2026
	** 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 did MARA CEO Frederick Thiel report in this Form 4 filing for MARA?

Frederick Thiel reported shares withheld to pay taxes on vested restricted stock units. The company withheld 36,230 shares of common stock, rather than him selling shares in the market, to satisfy his tax obligations tied to equity compensation.

Was the MARA CEO’s Form 4 transaction an open-market sale of MARA stock?

No, the transaction was not an open-market sale. Shares were withheld by the company to cover Frederick Thiel’s tax liability from vesting restricted stock units, meaning he did not choose to sell shares on the open market for cash proceeds.

How many MARA shares were withheld for Frederick Thiel’s tax obligations?

A total of 36,230 shares of MARA common stock were withheld. These shares covered Frederick Thiel’s tax liability arising when his restricted stock units vested, and the filing lists the withholding price as $8.16 per share for this non-market transaction.

How many MARA shares does Frederick Thiel hold after this Form 4 transaction?

After the tax-withholding share disposition, Frederick Thiel directly holds 4,752,724 shares of MARA common stock. This figure reflects his remaining position following the withholding tied to restricted stock unit vesting and provides context for the relative size of the tax event.

What does the tax-withholding disposition code F mean in MARA’s Form 4?

Code F on the Form 4 indicates a tax-withholding disposition rather than a market trade. MARA withheld shares from Frederick Thiel to satisfy tax obligations on equity vesting, which reduces reported holdings but does not signal an intentional market purchase or sale.