MARA Holdings, Inc. (MARA) CFO grant of 509,119 shares and 10b5-1 sale

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Financial Officer Salman Hassan Khan reported both an equity award and a pre-planned share sale. On February 18, 2026, he acquired 509,119 shares of Common Stock at $0.00 per share as a grant or award, bringing his direct holdings to 1,534,199 shares. This reflects performance-vested restricted stock units earned under a 2025 award that depended on hashrate hours, total exahash and deployed megawatts for the period from January 1, 2025 to December 31, 2025, and the units remain subject to time-based vesting conditions.

On February 17, 2026, the S & N Khan Family Trust, for which he and his spouse serve as trustees, sold 16,000 Common Stock shares at $7.66 per share in an open-market transaction under a Rule 10b5-1 trading plan adopted on September 11, 2025, leaving 359,165 shares held indirectly by the trust.

Insider Trade Summary

Net Seller: 16,000 shares ($122,560)

Net Sell 2 txns

Insider Khan Salman Hassan

Role Chief Financial Officer

Sold 16,000 shs ($123K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	509,119	$0.00	--
Sale	Common Stock	16,000	$7.66	$123K

Holdings After Transaction: Common Stock — 1,534,199 shares (Direct); Common Stock — 359,165 shares (Indirect, By S & N Khan Family Trust)

Footnotes (1)

The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 11, 2025. 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. 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 509,119 PSUs. The earned PSUs remain subject to the applicable time-based vesting conditions set forth in the award agreement.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 09:00 PM

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^*

Khan Salman Hassan

(Last)

(First)

(Middle)

C/O MARA HOLDINGS, INC.

1010 SOUTH FEDERAL HIGHWAY, SUITE 2700

(Street)

HALLANDALE BEACH

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)
02/17/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		S⁽¹⁾		16,000	D	$7.66	359,165	I⁽²⁾	By S & N Khan Family Trust
Common Stock	02/18/2026		A		509,119⁽³⁾	A	$0.00	1,534,199	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 September 11, 2025.

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.

3. 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 509,119 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 Salman Khan	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did MARA CFO Salman Hassan Khan report on this Form 4?

He reported an acquisition of 509,119 Common Stock shares at $0.00 per share as a grant or award. These represent performance-vested restricted stock units earned under a 2025 award tied to hashrate hours, total exahash and deployed megawatts.

What performance goals determined Salman Hassan Khan’s 509,119 PSUs at MARA?

The 509,119 performance-vested restricted stock units were based on issuer performance goals for hashrate hours, total exahash and deployed megawatts. The performance period ran from January 1, 2025 through December 31, 2025, and the earned units remain subject to time-based vesting.

How many MARA shares did the S & N Khan Family Trust sell and at what price?

The S & N Khan Family Trust sold 16,000 shares of MARA Common Stock at $7.66 per share. This was an open-market transaction executed under a Rule 10b5-1 trading plan adopted on September 11, 2025, and left 359,165 shares held indirectly.

Was the MARA CFO’s reported stock sale discretionary or under a trading plan?

The reported 16,000-share sale was executed under a Rule 10b5-1 trading plan adopted on September 11, 2025. Such plans pre-schedule trades, indicating the transaction followed a predetermined program rather than a newly decided discretionary sale.

What are Salman Hassan Khan’s MARA shareholdings after these transactions?

After the award and sale, he directly holds 1,534,199 Common Stock shares. Indirectly, the S & N Khan Family Trust, of which he and his spouse are trustees, holds 359,165 shares for the benefit of immediate family members as trust beneficiaries.

Who benefits from the MARA shares held in the S & N Khan Family Trust?

Members of Salman Hassan Khan’s immediate family are the sole beneficiaries of the S & N Khan Family Trust. He and his spouse act as trustees, and the trust holds 359,165 Common Stock shares following the reported 16,000-share open-market sale.