MARA Holdings (MARA) CEO granted 773,861 shares and sells 27,505

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer Frederick G. Thiel reported both an equity award and a stock sale. On February 18, 2026, he acquired 773,861 shares of Common Stock at $0.00 per share through a grant classified as a performance-based award, bringing his direct holdings to 4,155,722 shares after this transaction. These shares represent performance-vested restricted stock units earned under the company’s equity incentive plan, tied to hashrate hours, total exahash and deployed megawatts over a performance period from January 1 to December 31, 2025, and they remain subject to time-based vesting conditions. On February 17, 2026, he also completed an open-market sale of 27,505 Common Stock shares at $7.66 per share under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025.

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).

X

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 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)
02/17/2026

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	02/17/2026		S(1)		27,505	D	$7.66	3,381,861	D
Common Stock	02/18/2026		A		773,861(2)	A	$0.00	4,155,722	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 May 28, 2025.

2. Represents the number of performance-vested restricted stock units ("PSUs") earned by the reporting person pursuant to an award granted on February 28, 2025 under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended, and the related award agreement. The PSUs were subject to issuer performance goals based on hashrate hours, total exahash and deployed megawatts over the performance period beginning January 1, 2025 and ending on December 31, 2025. On February 18, 2026, the Talent, Culture and Compensation Committee of the issuer's Board of Directors certified the level of achievement of the applicable performance goals, resulting in the reporting person earning 773,861 PSUs. The earned PSUs remain subject to the applicable time-based vesting conditions set forth in the award agreement.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did MARA CEO Frederick Thiel report on this Form 4 for MARA?

Frederick Thiel reported two transactions: an award of 773,861 Common Stock shares at $0.00 per share on February 18, 2026, and an open-market sale of 27,505 shares at $7.66 per share on February 17, 2026.

How many MARA Holdings shares did the CEO sell and at what price?

The CEO sold 27,505 shares of MARA Holdings, Inc. Common Stock at a price of $7.66 per share. This sale occurred on February 17, 2026 and was executed as an open-market or private transaction as classified in the filing.

Was the MARA CEO’s stock sale under a Rule 10b5-1 trading plan?

Yes, the sale of 27,505 shares reported by the MARA CEO was executed under a Rule 10b5-1 trading plan. The plan was adopted by the reporting person on May 28, 2025, providing pre-arranged instructions for selling shares.

What equity award did MARA’s CEO receive related to performance-vested units?

MARA’s CEO earned 773,861 performance-vested restricted stock units (PSUs) pursuant to an award granted on February 28, 2025. These PSUs were linked to issuer performance goals and were certified as earned by the board committee on February 18, 2026.

What performance goals determined the MARA CEO’s 773,861 PSUs award?

The 773,861 PSUs for MARA’s CEO depended on issuer performance goals based on hashrate hours, total exahash and deployed megawatts. These metrics were measured over a performance period from January 1, 2025 through December 31, 2025 under the company’s equity plan.

Do the earned PSUs for MARA’s CEO vest immediately after achievement of performance goals?

No, the 773,861 earned PSUs do not vest immediately. Although performance goals were certified as achieved on February 18, 2026, the units remain subject to time-based vesting conditions specified in the related award agreement under the company’s equity incentive plan.

How many MARA Holdings shares did the CEO hold after the performance award transaction?

Following the February 18, 2026 award transaction, the CEO’s direct ownership was reported as 4,155,722 shares of MARA Holdings, Inc. Common Stock. This figure reflects his holdings immediately after the reported performance-based grant acquisition in the Form 4 data.