MARA General Counsel has shares withheld for taxes

MARA Holdings, Inc. reported an insider equity transaction by its General Counsel, Nowaid Zabi.

Rhea-AI Filing Summary

MARA Holdings, Inc. reported an insider equity transaction by its General Counsel, Nowaid Zabi. On 02/05/2026, 14,249 shares of common stock were withheld at $9.12 per share to cover his tax liability from vesting restricted stock units. After this withholding, he beneficially owned 690,985 shares of common stock directly. The filing notes this was not an open market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 14,249 shares

Exercise Price or Tax Liability 1 txn

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	14,249	$9.12	$130K

Holdings After Transaction: Common Stock — 690,985 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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What insider transaction did MARA Holdings (MARA) report for Nowaid Zabi?

MARA Holdings reported that General Counsel Nowaid Zabi had 14,249 shares of common stock withheld on February 5, 2026 at $9.12 per share to cover tax obligations from vesting restricted stock units, leaving him with 690,985 shares owned directly.

Was the MARA Holdings (MARA) Form 4 transaction an open market sale?

No, the Form 4 explicitly states the transaction was not an open market sale. The 14,249 shares of common stock were withheld by the issuer solely to satisfy tax liabilities tied to the vesting of restricted stock units held by General Counsel Nowaid Zabi.

How many MARA Holdings (MARA) shares does Nowaid Zabi own after this Form 4?

After the reported withholding transaction, General Counsel Nowaid Zabi beneficially owns 690,985 shares of MARA Holdings common stock. The Form 4 shows this amount as direct ownership, following the withholding of 14,249 shares for tax purposes related to restricted stock units.

What does transaction code "F" mean in the MARA Holdings (MARA) Form 4?

Transaction code "F" on the Form 4 indicates shares were withheld by the issuer. In this case, MARA Holdings retained 14,249 shares of common stock to cover the reporting person’s tax liability arising from the vesting of restricted stock units, rather than executing an open market sale.

What role does the reporting person hold at MARA Holdings (MARA)?

The reporting person, Nowaid Zabi, serves as General Counsel of MARA Holdings, Inc. The Form 4 identifies him as an officer, not a director or 10% owner, and reports his direct ownership of 690,985 shares of the company’s common stock after the transaction.

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Accepted by SEC EDGAR 02/06/2026 - 09:29 PM EST Learn about SEC filing dates

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^*

Nowaid Zabi

(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)
	General Counsel

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		14,249(1)	D	$9.12	690,985	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	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.