20,924 MARA (NASDAQ: MARA) shares withheld for counsel’s tax bill

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported a tax-related share disposition. A total of 20,924 shares of common stock were withheld at $13.89 per share to cover his tax liability from vesting restricted stock units. According to the disclosure, this was not an open market sale. After this withholding, Zabi directly holds 942,844 shares of MARA common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	20,924	$13.89	$291K

Holdings After Transaction: Common Stock — 942,844 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 20,924 shares Transaction share price: $13.89 per share Shares owned after transaction: 942,844 shares +1 more

4 metrics

Shares withheld for taxes 20,924 shares Tax-withholding disposition on common stock

Transaction share price $13.89 per share Value used for tax-withholding shares

Shares owned after transaction 942,844 shares Direct MARA common stock held by Nowaid Zabi after withholding

Tax-withholding transactions 1 transaction, 20,924 shares Summary of F-code tax-withholding activity

Key Terms

restricted stock units, tax liability, tax-withholding disposition, open market sale, +1 more

5 terms

restricted stock units financial

"in connection with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax liability financial

"withheld to cover the reporting person's tax liability in connection"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open market sale financial

"This transaction was not an open market sale by the reporting person."

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

General Counsel financial

""officer_title": "General Counsel""

A general counsel is the chief lawyer of an organization, responsible for overseeing all legal matters and ensuring the company complies with laws and regulations. Think of them as the organization's legal advisor or navigator, helping to prevent legal problems before they happen. Their role matters to investors because they help protect the company from legal risks that could impact its success and value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:00 PM Accepted by SEC EDGAR 07/02/2026 - 07:00 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Nowaid Zabi

(Last) (First) (Middle)

C/O MARA HOLDINGS, INC.

1010 SOUTH FEDERAL HIGHWAY, SUITE 2700

(Street)

HALLANDALE BEACH FLORIDA 33009

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		F		20,924(1)	D	$13.89	942,844	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	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MARA General Counsel Nowaid Zabi report on this Form 4?

Nowaid Zabi reported a tax-withholding disposition of MARA common stock. 20,924 shares were withheld by the company to cover tax liabilities from vesting restricted stock units, rather than being sold on the open market.

How many MARA shares were withheld for taxes and at what price per share?

The filing shows 20,924 shares of MARA common stock withheld to cover taxes. The shares are valued at $13.89 per share in the transaction, reflecting the amount used to satisfy the reported tax liability.

Was the MARA insider transaction an open market sale of shares?

No, the footnote states this was not an open market sale. The shares were withheld by MARA to cover Nowaid Zabi’s tax liability from vesting restricted stock units, which is an administrative tax-settlement mechanism.

How many MARA shares does Nowaid Zabi own after the tax withholding transaction?

Following the tax withholding, Nowaid Zabi directly owns 942,844 shares of MARA common stock. This post-transaction balance is disclosed in the Form 4 and reflects his remaining direct holdings after the shares were withheld.

What does transaction code F mean in this MARA Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, it reflects MARA common shares withheld to satisfy Nowaid Zabi’s tax obligations on vesting restricted stock units, not a typical market trade.