Fred Thiel sells 55,010 MARA shares via 10b5-1 plans in Sept 2025

Rhea-AI Filing Summary

Fred Thiel, Chief Executive Officer and Director of MARA Holdings, Inc. (MARA), sold shares under pre-established 10b5-1 plans on two consecutive days in September 2025. The filings show a sale of 27,505 shares on 09/16/2025 at $16.35 per share under a plan adopted 06/18/2024, and a sale of 27,505 shares on 09/17/2025 at $17.38 per share under a plan adopted 05/28/2025. Reported beneficial ownership decreased from 3,783,294 shares after the first sale to 3,755,789 shares after the second sale. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Thiel.

Insights

Financial Analyst

TL;DR: Insider sales of 55,010 shares via 10b5-1 plans reduced CEO ownership modestly; transactions appear routine rather than company-altering.

The Form 4 discloses two sales totaling 55,010 shares by Fred Thiel executed under separate Rule 10b5-1 trading plans. The sales occurred at prices of $16.35 and $17.38, reducing reported beneficial holdings from about 3.83 million to 3.76 million shares. For investors, these disclosures signal planned liquidity actions by management rather than ad-hoc divestment; there is no indication of unplanned or emergency dispositions or of any derivative activity. The sizes are small relative to total reported holdings.

Corporate Governance Expert

TL;DR: Use of documented 10b5-1 plans shows governance compliance; filings are timely and include required signature by attorney-in-fact.

The report clearly states that each sale was effected pursuant to a separate Rule 10b5-1 plan with adoption dates provided, which supports compliance with insider trading rules and reduces signaling risk. The Form 4 lists Mr. Thiel's roles as CEO and director and reports the post-transaction beneficial ownership counts. The signature is executed by an attorney-in-fact, satisfying procedural requirements. No derivatives, amendments, or unusual transaction codes were reported.

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

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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).

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		S(1)		27,505	D	$16.35	3,783,294	D
Common Stock	09/17/2025		S(2)		27,505	D	$17.38	3,755,789	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. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 18, 2024.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	09/18/2025
	** 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 transactions did MARA CEO Fred Thiel report on Form 4?

The filing reports two sales totaling 55,010 shares: 27,505 shares sold on 09/16/2025 at $16.35 and 27,505 shares sold on 09/17/2025 at $17.38.

Were Fred Thiel's sales executed under a Rule 10b5-1 plan?

Yes. The 09/16/2025 sale was under a plan adopted 06/18/2024 and the 09/17/2025 sale was under a plan adopted 05/28/2025.

How did these transactions affect Mr. Thiel's ownership in MARA?

Reported beneficial ownership was 3,783,294 shares after the 09/16 sale and 3,755,789 shares after the 09/17 sale.

Did the Form 4 report any derivative securities or unusual items?

No. Table II shows no derivative securities reported and the explanations note only the two 10b5-1 plan sales.

Who signed the Form 4 filing for Fred Thiel?

The Form 4 was signed by Zabi Nowaid, Attorney-in-Fact for Fred Thiel on 09/18/2025.