MARA Form 4: CEO Fred Thiel disposes 27,505 shares via 10b5-1 plan

Rhea-AI Filing Summary

Fred Thiel, Chief Executive Officer and Director of MARA Holdings, Inc. (MARA), reported a sale of company stock on 08/18/2025. The Form 4 shows a disposition of 27,505 shares of common stock at a price of $15.28 per share, leaving the reporting person with 3,810,799 shares beneficially owned after the transaction. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted by the reporting person on June 18, 2024.

The Form 4 was signed on behalf of Mr. Thiel by an attorney-in-fact and filed following the sale. The report is a routine Section 16 disclosure that documents an insider sale and the continued beneficial ownership level after the transaction.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating a pre-scheduled, non-discretionary trade
• Clear Section 16 disclosure with transaction date, price ($15.28), number of shares sold (27,505), and post-transaction ownership (3,810,799)
• Reporting person identified as CEO and Director, improving transparency about insider activity

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sale executed under a 10b5-1 plan; modest reduction in holdings with clear price and post-transaction balance.

The sale of 27,505 shares at $15.28 reduces the reporting person’s stake to 3,810,799 shares, representing a small percentage change relative to the post-transaction holdings reported. The explicit identification of the Rule 10b5-1 plan adoption date (June 18, 2024) clarifies this was a pre-scheduled sale rather than a discretionary trade, which supports orderly execution and reduces concerns about trading on non-public information. The disclosure provides the key numeric details investors and analysts rely on for transparency.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 obligations and cites a documented 10b5-1 plan, indicating procedural compliance.

The Form 4 clearly identifies the reporting person, relationship to the issuer (CEO and Director), transaction date (08/18/2025), number of shares sold (27,505), sale price ($15.28), and resulting beneficial ownership (3,810,799 shares). The filing notes the 10b5-1 plan adoption date, which is important for assessing whether the trade was pre-planned. The form is signed by an attorney-in-fact, showing an authorized filing process. Material governance questions would center on overall insider ownership trends, but this single, pre-scheduled sale is a routine governance disclosure.

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).

X

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)
08/18/2025

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	08/18/2025		S(1)		27,505	D	$15.28	3,810,799	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. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 18, 2024.

	/s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel	08/19/2025
	** 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 did MARA insider Fred Thiel report on the Form 4?

The Form 4 reports a sale of 27,505 shares of MARA common stock at $15.28 per share on 08/18/2025, leaving 3,810,799 shares beneficially owned.

Was the sale by Fred Thiel part of a pre-arranged trading plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on June 18, 2024.

What position does the reporting person hold at MARA?

The reporting person, Fred Thiel, is listed as both a Director and the Chief Executive Officer of MARA Holdings, Inc.

When was the Form 4 filed or signed?

The Form 4 shows a signature by an attorney-in-fact dated 08/19/2025 following the 08/18/2025 transaction.

How many shares does Fred Thiel own after the reported sale?

After the reported transaction, the Form 4 indicates beneficial ownership of 3,810,799 shares.