MARA Holdings (MARA) director receives 82,759 restricted stock units award

Rhea-AI Filing Summary

MARA Holdings, Inc. director Georges Antoun reported an equity compensation grant. He acquired 82,759 shares of common stock in the form of restricted stock units at a price of $0.00 per share, bringing his directly held beneficial ownership to 250,639 shares.

The RSUs were granted under the company’s Amended and Restated 2018 Equity Incentive Plan and will vest in full on January 31, 2027, as long as he continues serving the company through that date. Each RSU converts into one share of common stock when it vests.

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
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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^*

ANTOUN GEORGES

(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	250,639	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 Georges Antoun	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 director Georges Antoun report on this Form 4?

MARA director Georges Antoun reported receiving a grant of 82,759 restricted stock units. These RSUs represent an equity award under the company’s 2018 incentive plan and increase his directly held beneficial ownership to 250,639 shares of MARA Holdings common stock after the transaction.

How many MARA Holdings shares does Georges Antoun beneficially own after this grant?

After the reported RSU grant, Georges Antoun beneficially owns 250,639 shares of MARA Holdings common stock. This figure reflects his direct ownership following the acquisition of 82,759 restricted stock units reported in the Form 4 insider trading disclosure filed for February 13, 2026.

What are the key terms of the 82,759 RSUs granted to the MARA director?

The 82,759 restricted stock units granted to the MARA director were awarded at $0.00 per unit and each RSU represents one common share. The grant was made under MARA’s Amended and Restated 2018 Equity Incentive Plan, as amended, as part of his equity compensation package.

When do the restricted stock units granted to Georges Antoun vest?

The restricted stock units granted to Georges Antoun vest in full on January 31, 2027. Vesting is conditioned on his continued service with MARA Holdings through that date, meaning he must remain in his role for the RSUs to convert into common shares.

Under which plan were the MARA restricted stock units to Georges Antoun granted?

The restricted stock units granted to Georges Antoun were issued under MARA Holdings’ Amended and Restated 2018 Equity Incentive Plan, as amended. This equity plan governs stock-based awards such as RSUs that the company uses to compensate and retain directors and other service providers.

Does the Form 4 indicate a purchase or a grant for the MARA director’s new shares?

The Form 4 indicates a grant or award, not an open-market purchase, for the MARA director’s new shares. The transaction code is “A,” describing an acquisition of 82,759 restricted stock units at $0.00 per share as part of his compensation, rather than a cash purchase.