MARA Holdings (MARA) CEO receives 752,093 RSU equity award vesting through 2028

Rhea-AI Filing Summary

Thiel Frederick G reported acquisition or exercise transactions in this Form 4 filing.

MARA Holdings, Inc. Chief Executive Officer Frederick G. Thiel reported an award of 752,093 shares of common stock in the form of restricted stock units under the company’s Amended and Restated 2018 Equity Incentive Plan. These RSUs vest in eleven substantially equal quarterly installments from April 1, 2026 through December 31, 2028, contingent on his continued service. Following this grant, Thiel directly holds 4,907,815 shares of 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

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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^*

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)
02/20/2026

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		A		752,093(1)	A	$0.00	4,907,815	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 vest in eleven (11) substantially equal quarterly installments during the period beginning on April 1, 2026, and ending on December 31, 2028, subject to the reporting person's continued service to the issuer through each 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 Fred Thiel	02/20/2026
	** 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.
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FAQ

What did MARA (MARA) CEO Frederick G. Thiel report on this Form 4?

Frederick G. Thiel reported an acquisition of 752,093 restricted stock units (RSUs) of MARA common stock. The award was granted under the company’s Amended and Restated 2018 Equity Incentive Plan and represents a form of equity-based compensation tied to continued service.

How many MARA shares does CEO Frederick G. Thiel hold after this RSU grant?

After the reported RSU grant, Frederick G. Thiel’s direct ownership is 4,907,815 shares of MARA common stock. This figure reflects his beneficial holdings following the award and helps investors understand the scale of his equity stake in the company.

How do the 752,093 MARA RSUs granted to the CEO vest over time?

The 752,093 MARA RSUs vest in eleven substantially equal quarterly installments. Vesting occurs between April 1, 2026 and December 31, 2028, and each vesting event is conditioned on Frederick G. Thiel’s continued service with MARA Holdings during the applicable period.

What does each MARA restricted stock unit (RSU) granted to the CEO represent?

Each MARA RSU granted to the CEO represents a contingent right to receive one share of the company’s common stock, par value $0.0001 per share. The units convert into actual shares only as they vest according to the specified quarterly schedule and service conditions.

Was there any purchase price for the 752,093 MARA RSUs granted to the CEO?

No cash purchase price was paid for the 752,093 RSUs, as indicated by the reported per-share price of $0.0000. This reflects a compensatory equity grant under MARA’s Amended and Restated 2018 Equity Incentive Plan rather than an open-market stock purchase.