Director granted 82,759 RSUs at MARA Holdings (MARA), vesting in 2027

Rhea-AI Filing Summary

MARA Holdings director Douglas K. Mellinger reported an equity award of common stock on a Form 4. On February 13, 2026, he acquired 82,759 restricted stock units (RSUs) at $0.00 per share under the company’s Amended and Restated 2018 Equity Incentive Plan. These RSUs vest in full on January 31, 2027, contingent on his continued service, and each RSU converts into one share of common stock. Following this grant, Mellinger beneficially owns 253,618 shares of MARA Holdings common stock directly.

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^*

MELLINGER DOUGLAS K

(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	253,618	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 Douglas K. Mellinger	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 Holdings (MARA) report in this Form 4?

MARA Holdings reported an equity award to director Douglas K. Mellinger. He received 82,759 restricted stock units of common stock as a grant under the company’s equity incentive plan, increasing his directly held beneficial ownership to 253,618 shares after the reported transaction.

Who is the reporting person in the MARA Holdings (MARA) Form 4 filing?

The reporting person is Douglas K. Mellinger, a director of MARA Holdings, Inc. The filing shows he holds the reported securities directly and that the new grant of 82,759 restricted stock units comes from the company’s Amended and Restated 2018 Equity Incentive Plan.

What type of securities did Douglas Mellinger receive from MARA Holdings (MARA)?

Douglas Mellinger received restricted stock units representing MARA Holdings common stock. Each of the 82,759 RSUs is a contingent right to receive one share of common stock with a par value of $0.0001, subject to vesting and his continued service with the company.

When do Douglas Mellinger’s MARA Holdings (MARA) RSUs vest?

The restricted stock units granted to Douglas Mellinger vest in full on January 31, 2027. Vesting is conditioned on his continued service to MARA Holdings through that date, after which each RSU converts into one share of the company’s common stock.

What was the price of the MARA Holdings (MARA) RSU grant reported?

The Form 4 states the 82,759 restricted stock units were granted at a price of $0.00 per share. This reflects a compensatory equity award under the company’s Amended and Restated 2018 Equity Incentive Plan rather than an open-market purchase or sale transaction.

How many MARA Holdings (MARA) shares does Douglas Mellinger own after this grant?

After the reported equity grant, Douglas Mellinger beneficially owns 253,618 shares of MARA Holdings common stock. This figure in the Form 4 reflects his direct ownership following the addition of 82,759 restricted stock units granted as part of his director compensation.