MARA (MARA) CEO has shares withheld to cover RSU tax liability

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer Frederick G. Thiel reported a tax-related share disposition tied to equity compensation. On the reported date, 91,356 shares of common stock at $7.50 per share were withheld to cover his tax liability arising from vesting restricted stock units. According to the disclosure, this was not an open market sale but a payment of tax obligations using shares. After this withholding, Thiel’s directly held ownership stood at 4,816,459 common shares.

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).

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)
02/20/2026

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		F		91,356(1)	D	$7.5	4,816,459	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 shares of the issuer's common stock withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units. This transaction was not an open market sale by the reporting person.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	02/24/2026
	** 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 transaction did MARA CEO Frederick G. Thiel report on this Form 4 for MARA?

Frederick G. Thiel reported a tax-withholding disposition of MARA common stock. 91,356 shares were withheld at $7.50 per share to cover taxes triggered by vesting restricted stock units, rather than being sold in the open market.

Was the MARA CEO’s reported Form 4 transaction an open market sale of shares?

No, the filing states it was not an open market sale. The 91,356 shares were withheld by MARA Holdings, Inc. to satisfy Frederick G. Thiel’s tax liability from the vesting of restricted stock units, a common equity compensation practice.

How many MARA shares were withheld for Frederick G. Thiel’s taxes and at what price?

The Form 4 shows 91,356 common shares of MARA were withheld at $7.50 per share. These shares covered the CEO’s tax obligation associated with the vesting of restricted stock units, rather than representing a discretionary stock sale.

How many MARA shares does CEO Frederick G. Thiel hold after this Form 4 transaction?

Following the tax-withholding disposition, Frederick G. Thiel’s direct ownership is reported as 4,816,459 MARA common shares. This figure reflects his holdings after the shares were withheld to pay taxes on vesting restricted stock units.

What does transaction code F mean in the MARA CEO’s Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, MARA common shares were withheld from Frederick G. Thiel to cover taxes due from vesting restricted stock units, not sold on the open market.

Does the MARA Form 4 for Frederick G. Thiel indicate buying or selling activity?

The Form 4 reflects a disposition classified as a tax-withholding transaction, not a traditional buy or sell. Shares were withheld to cover taxes on vested restricted stock units, while Thiel’s remaining direct holdings total 4,816,459 shares.