MARA Holdings (MARA) director awarded 82,759 restricted stock units

Rhea-AI Filing Summary

MARA Holdings, Inc. director Jay P. Leupp reported an equity grant from the company. On February 13, 2026, he acquired 82,759 restricted stock units (RSUs) at a price of $0.00 per share under the Amended and Restated 2018 Equity Incentive Plan.

The RSUs vest in full on January 31, 2027, contingent on his continued service. Each RSU will convert into one share of common stock. Following this grant, Leupp directly beneficially owns 261,618 shares of MARA common stock.

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

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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^*

Leupp Jay P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		82,759(1)	A	$0.00	261,618	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 a grant of restricted stock units ("RSUs") made to the reporting person under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended. The RSUs will vest in full on January 31, 2027, subject to the reporting person's continued service to the issuer as of the vesting date. Each RSU represents a contingent right to receive one share of the issuer's common stock, par value $0.0001 per share.

	/s/ Zabi Nowaid, Attorney-in-Fact for Jay P Leupp	02/13/2026
	** 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 insider transaction did MARA (MARA) report for Jay P. Leupp?

MARA reported that director Jay P. Leupp received a grant of 82,759 restricted stock units on February 13, 2026. The grant was made under the company’s Amended and Restated 2018 Equity Incentive Plan as part of his director compensation.

At what price were the 82,759 MARA restricted stock units granted?

The 82,759 restricted stock units were granted at a price of $0.00 per share. This reflects that they are an equity award, not an open-market purchase, and will convert into common shares only upon vesting and continued service conditions.

When do Jay P. Leupp’s MARA restricted stock units vest?

The restricted stock units granted to Jay P. Leupp will vest in full on January 31, 2027. Vesting is conditioned on his continued service to MARA Holdings, Inc. through that date, after which each RSU converts into one share of common stock.

How many MARA shares does Jay P. Leupp own after this Form 4 transaction?

After the reported transaction, Jay P. Leupp beneficially owns 261,618 shares of MARA common stock. This figure reflects his direct ownership following the grant of 82,759 restricted stock units reported in the Form 4 filing for February 13, 2026.

Is the MARA Form 4 transaction a stock purchase or an equity award?

The Form 4 transaction is an equity award, not a market purchase. It records a grant of 82,759 restricted stock units at $0.00 per share under MARA’s 2018 Equity Incentive Plan, subject to future vesting and continued service requirements.