Nowaid Zabi RSU Tax Withholding Reduces MARA Holdings to 784,364 Shares

Rhea-AI Filing Summary

Nowaid Zabi, identified as the company's General Counsel, reported non-derivative transactions in MARA Holdings, Inc. common stock related to restricted stock units. On 08/06/2025 a total of 27,975 shares were withheld to cover tax liabilities in three withholding entries at prices of $16.55, $16.08 and $15.50. The filing states these were not an open-market sale.

Following these withholdings the reporting person beneficially owned 784,364 shares of MARA common stock. The disclosure documents routine tax-related share withholding upon RSU vesting and does not represent an active sale by the reporting person.

Insights

Securities Analyst

TL;DR: Routine tax-withholding reduced beneficial ownership by 27,975 shares; not an open-market sale and likely immaterial to investors.

The Form 4 shows three withholding transactions tied to RSU vesting that together removed 27,975 shares from the reporting person's holdings at per-share values of $16.55, $16.08 and $15.50. The filing explicitly states these were withheld to cover tax liabilities and were not open-market sales. The reporting person's beneficial ownership after the transactions is 784,364 shares. This is an administrative action rather than a market-disposing event.

Corporate Governance Expert

TL;DR: Disclosure reflects routine RSU tax withholding and complies with Section 16 reporting; no governance concerns evident from the filing.

The report names Nowaid Zabi as the reporting person and lists the transaction purpose in the explanation: shares were withheld to satisfy tax obligations on vested restricted stock units. The form clarifies these were not open-market sales. As presented, the filing documents an administrative equity adjustment and does not indicate unexpected insider selling or governance issues.

Insider Trade Summary

Net Seller: 27,975 shares

Net Sell 3 txns

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	13,754	$16.55	$228K
Exercise Price or Tax Liability	Common Stock	9,981	$16.08	$160K
Exercise Price or Tax Liability	Common Stock	4,240	$15.50	$66K

Holdings After Transaction: Common Stock — 784,364 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/08/2025 - 08:30 PM Learn about SEC filing dates

FAQ

Who filed the Form 4 for MARA?

The Form 4 was filed by Nowaid Zabi, identified in the filing as the company's General Counsel.

What transactions were reported on the MARA Form 4?

Three non-derivative withholding transactions related to RSU vesting on 08/06/2025 totaling 27,975 shares withheld for taxes at prices of $16.55, $16.08 and $15.50.

Were the withheld shares from MARA an open-market sale?

No. The filing explicitly states the shares were withheld to cover tax liability in connection with RSU vesting and were not an open-market sale.

How many MARA shares does the reporting person own after the transactions?

Following the reported withholdings the reporting person beneficially owned 784,364 shares of MARA common stock.

What was the purpose of the reported share transfers in the MARA Form 4?

The explanation states the shares were withheld to satisfy the reporting person's tax liability arising from the vesting of restricted stock units.

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)
08/06/2025

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	08/06/2025		F		13,754(1)	D	$16.55	798,585	D
Common Stock	08/06/2025		F		9,981(1)	D	$16.08	788,604	D
Common Stock	08/06/2025		F		4,240(1)	D	$15.5	784,364	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	08/08/2025
	** 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.