MARA insider: 9,165 RSU shares withheld for taxes; CFO still holds 1.35M

Rhea-AI Filing Summary

Insider sale tied to RSU tax withholding by MARA CFO. The Form 4 shows Salman Hassan Khan, Chief Financial Officer of MARA Holdings, Inc. (MARA), had 9,165 shares of common stock withheld to cover taxes when restricted stock units vested; those shares were treated as a disposition at a reported price of $18.61 on 10/06/2025. After the withholding, Mr. Khan directly beneficially owned 1,351,312 shares and indirectly owned 318,428 shares through the S & N Khan Family Trust, where he and his spouse serve as trustees and family members are beneficiaries. The form was signed by an attorney-in-fact on 10/08/2025. The filing notes the withholding was not an open-market sale.

Positive

• Reporting clarifies the nature of the transaction as tax withholding from RSU vesting, not an open-market sale
• Significant retained ownership: 1,351,312 shares directly and 318,428 indirectly after the withholding

Negative

• Minor dilution of direct holdings through withholding of 9,165 shares
• Filing shows an effective disposition at $18.61, which may slightly reduce aggregate free float

Insights

Corporate Governance Analyst

Routine tax-withholding from RSU vesting, not an open-market sale.

The disclosed transaction is a common administrative action where 9,165 shares were withheld to satisfy tax liabilities upon vesting of restricted stock units. This reduces the reporting person's direct share count but does not indicate active selling into the market because the filing specifies the shares were withheld rather than sold.

Key dependencies include continued vesting schedules and future withholding events; monitor subsequent filings for additional dispositions or changes in beneficial ownership over the next 12 months.

Insider Ownership Specialist

Substantial combined direct and indirect ownership remains after withholding.

Following the withholding, the reporting person retains 1,351,312 direct shares and 318,428 indirect shares via the family trust, keeping meaningful economic exposure to the company's performance. The trust ownership indicates family-aligned interests rather than third-party transfer.

Watch for any shifts in the trust's beneficiary structure or future Form 4 entries that change either the direct 1.35M or indirect 318k holdings within the next year.

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 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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		F		9,165(1)	D	$18.61	1,351,312	D
Common Stock								318,428	I(2)	By S & N Khan Family Trust

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.

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.

	/s/ Zabi Nowaid, Attorney-in-Fact for Salman Khan	10/08/2025
	** 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 CFO Salman Khan report on Form 4 (MARA)?

The Form 4 reports 9,165 shares were withheld to cover tax obligations when restricted stock units vested; the transaction is reported at $18.61 on 10/06/2025.

Did the Form 4 disclose an open-market sale by the CFO of MARA?

No; the filing explicitly states the withheld shares were not an open-market sale but were retained to satisfy tax withholding for vested RSUs.

How many MARA shares does Salman Khan beneficially own after the transaction?

After the withholding, he beneficially owns 1,351,312 shares directly and 318,428 shares indirectly through the S & N Khan Family Trust.

What is the nature of the indirect ownership reported for Salman Khan?

The indirect holdings of 318,428 shares are held by the S & N Khan Family Trust, where the reporting person and his spouse are trustees and family members are beneficiaries.

When was the Form 4 signed and filed for this transaction?

The signature block shows an attorney-in-fact signed the form on 10/08/2025, reflecting the transaction dated 10/06/2025.