Tax withholding trims MARA Holdings (MARA) CFO equity stake

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Financial Officer Salman Hassan Khan reported a tax-related share disposition. On the vesting of restricted stock units, 77,713 shares of common stock were withheld at $7.50 per share to cover his tax liability, and this was not an open market sale. Following this, he directly owned 1,951,284 common shares.

In addition, the filing notes 359,165 common shares held indirectly through the S & N Khan Family Trust, where he and his spouse serve as trustees and members of his immediate family are the sole beneficiaries.

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^*

Khan Salman Hassan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		77,713(1)	D	$7.5	1,951,284	D
Common Stock								359,165	I(2)	By S & N Khan Family Trust

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.

2. The reporting person and his spouse are trustees of the S & N Khan Family Trust, and members of the reporting person's immediate family are the sole beneficiaries of the trust.

	/s/ Zabi Nowaid, Attorney-in-Fact for Salman Khan	02/24/2026
	** 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).
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FAQ

What insider transaction did MARA Holdings (MARA) disclose for its CFO?

MARA Holdings reported its CFO, Salman Hassan Khan, had shares withheld to cover taxes on restricted stock unit vesting. The filing shows a tax-withholding disposition, not an open market sale, tied specifically to vested equity compensation.

How many MARA Holdings shares were withheld for the CFO’s tax liability?

The filing shows 77,713 shares of MARA Holdings common stock were withheld to satisfy Salman Hassan Khan’s tax liability. These shares relate to the vesting of restricted stock units and were valued at $7.50 per share for this tax-withholding transaction.

What price per share was used in the MARA CFO’s tax-withholding share disposition?

The tax-withholding disposition used a price of $7.50 per share for the 77,713 MARA Holdings common shares. This valuation figure is applied in connection with the vesting of restricted stock units and the related tax obligation for the CFO.

How many MARA Holdings shares does the CFO own directly after this filing?

After the tax-withholding transaction, Salman Hassan Khan directly owned 1,951,284 shares of MARA Holdings common stock. This figure represents his direct holdings following the RSU vesting-related disposition reported in the Form 4 insider filing.

What is the S & N Khan Family Trust’s relationship to MARA Holdings shares?

The S & N Khan Family Trust holds 359,165 MARA Holdings common shares indirectly for the reporting person. Salman Hassan Khan and his spouse are trustees, and members of his immediate family are the trust’s sole beneficiaries, according to the filing footnote.

Was the MARA CFO’s reported share disposition an open market stock sale?

No, the filing specifies the disposition was not an open market sale. Instead, MARA Holdings withheld 77,713 shares of common stock to cover the CFO’s tax liability arising from restricted stock unit vesting, as detailed in a dedicated footnote.