MARA Holdings (MARA) CEO uses shares to cover RSU taxes

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer and director Frederick G. Thiel had 67,704 shares of common stock withheld on February 5, 2026 to cover his tax liability from vesting restricted stock units, at a price of $9.12 per share. This was reported under transaction code F and was not an open market sale. After the withholding, he directly beneficially owned 3,409,366 shares of MARA Holdings common stock.

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^*

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)
02/05/2026

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	02/05/2026		F		67,704(1)	D	$9.12	3,409,366	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	02/06/2026
	** 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 (MARA) report for its CEO on February 5, 2026?

MARA Holdings reported that CEO Frederick G. Thiel had 67,704 shares of common stock withheld on February 5, 2026. The shares were used to cover tax liabilities from vesting restricted stock units, not sold in the open market.

Was the 67,704-share MARA CEO transaction an open market sale?

No, the 67,704-share transaction was not an open market sale. The filing explains the shares were withheld to cover Frederick Thiel’s tax liability related to vesting restricted stock units, rather than shares being sold into the market.

How many MARA Holdings shares does CEO Frederick Thiel own after this Form 4?

After the reported tax withholding transaction, Frederick G. Thiel beneficially owned 3,409,366 shares of MARA Holdings common stock directly. This figure reflects his holdings following the 67,704 shares withheld for taxes on restricted stock units.

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

Transaction code F indicates shares withheld or delivered to satisfy tax obligations related to equity awards. In this Form 4, code F shows 67,704 MARA shares were withheld to cover Frederick Thiel’s tax liability from vesting restricted stock units, not a discretionary stock sale.

At what price per share were MARA CEO tax-withheld shares valued?

The 67,704 MARA shares withheld to cover CEO Frederick Thiel’s tax liability were valued at $9.12 per share. This price is used solely for the tax withholding transaction and is disclosed in the Form 4 as the transaction price per share.

What role does Frederick G. Thiel hold at MARA Holdings, Inc.?

Frederick G. Thiel is both a director and the Chief Executive Officer of MARA Holdings, Inc. His dual role is disclosed in the Form 4, which reports his direct beneficial ownership and the tax-withholding transaction involving restricted stock units.