MARA Holdings (MARA) CFO receives 494,798-share RSU stock grant

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Financial Officer Salman Hassan Khan reported an equity award of 494,798 shares of common stock in the form of restricted stock units (RSUs). These RSUs vest in eleven substantially equal quarterly installments from April 1, 2026 through December 31, 2028, contingent on his continued service.

Each RSU converts into one share of common stock when vested. Following this grant, Khan directly owns 2,028,997 shares and has an additional 359,165 shares held indirectly through the S & N Khan Family Trust, where he and his spouse serve as trustees.

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^*

Khan Salman Hassan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A		494,798(1)	A	$0.00	2,028,997	D
Common Stock								359,165	I(2)	By S & N Khan Family Trust

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 vest in eleven (11) substantially equal quarterly installments during the period beginning on April 1, 2026, and ending on December 31, 2028, subject to the reporting person's continued service to the issuer through each vesting date. Each RSU represents a contingent right to receive one share of the issuer's common stock, par value $0.0001 per share.

2. The reporting person and his spouse are trustees of the S & N Khan Family Trust, and members of the reporting person's immediate family are the sole beneficiaries of the trust.

	/s/ Zabi Nowaid, Attorney-in-Fact for Salman Khan	02/20/2026
	** 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.

FAQ

What insider transaction did MARA CFO Salman Khan report on this Form 4 for MARA?

MARA Holdings CFO Salman Khan reported receiving a grant of restricted stock units (RSUs) on common stock. The award was made under the company’s Amended and Restated 2018 Equity Incentive Plan and represents part of his equity-based compensation package tied to continued service.

How many RSUs did MARA CFO Salman Khan receive and what does each represent?

Salman Khan received 494,798 RSUs of MARA Holdings common stock. Each RSU represents a contingent right to receive one share of common stock, par value $0.0001 per share, once the vesting conditions under the company’s equity incentive plan are satisfied over time.

What is the vesting schedule for Salman Khan’s 494,798 MARA RSUs?

The 494,798 RSUs vest in eleven substantially equal quarterly installments. Vesting begins on April 1, 2026 and continues through December 31, 2028, and each installment requires Salman Khan’s continued service with MARA Holdings through the applicable vesting date.

How many MARA shares does Salman Khan own directly after this grant?

After the RSU grant, Salman Khan’s direct ownership is reported at 2,028,997 shares of MARA Holdings common stock. This figure reflects his direct holdings following the equity award, separate from any additional shares reported as indirectly owned through related entities or family trusts.

What is the S & N Khan Family Trust holding in MARA, and what is Salman Khan’s role?

The S & N Khan Family Trust holds 359,165 shares of MARA Holdings common stock indirectly attributed to Salman Khan. He and his spouse serve as trustees, and members of his immediate family are the sole beneficiaries of this trust, according to the filing footnote.

Are Salman Khan’s new MARA RSUs part of a company equity plan?

Yes. The RSU grant to Salman Khan was made under MARA Holdings’ Amended and Restated 2018 Equity Incentive Plan, as amended. This plan governs how equity awards like RSUs are granted, structured, and vest, aligning executive compensation with ongoing service and long-term shareholder interests.