Tax-withheld share disposition by MARA (MARA) General Counsel Nowaid Zabi

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported a tax-related share disposition. On the reported date, 31,087 shares of common stock at $7.50 per share were withheld to cover his tax liability from vesting restricted stock units. The filing states this was not an open market sale but a tax-withholding disposition. After this transaction, Zabi’s direct holdings total 1,061,465 shares of MARA 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^*

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)
02/20/2026

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		F		31,087(1)	D	$7.5	1,061,465	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	02/24/2026
	** 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).
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FAQ

What insider transaction did MARA General Counsel Nowaid Zabi report on this Form 4?

Nowaid Zabi reported a tax-withholding disposition of MARA common stock. 31,087 shares were withheld at $7.50 per share to cover taxes due on vesting restricted stock units, rather than being sold in the open market.

Was the MARA Form 4 transaction by Nowaid Zabi an open market sale of shares?

No, it was not an open market sale. The filing explains that 31,087 shares of MARA common stock were withheld to satisfy tax liabilities arising from restricted stock units vesting, instead of being voluntarily sold on the open market.

How many MARA shares were disposed of in Nowaid Zabi’s tax-withholding transaction?

The Form 4 reports a disposition of 31,087 shares of MARA common stock. These shares were withheld at a value of $7.50 per share to pay the reporting person’s tax obligations tied to vesting restricted stock units.

What is the reported transaction price per share in the MARA Form 4 for Nowaid Zabi?

The reported transaction price per share is $7.50. This price is used to value the 31,087 withheld shares of MARA common stock that were applied to cover the General Counsel’s tax liability from restricted stock unit vesting.

How many MARA shares does Nowaid Zabi own directly after this Form 4 transaction?

After the tax-withholding disposition, Nowaid Zabi directly holds 1,061,465 shares of MARA common stock. This post-transaction balance reflects his remaining direct ownership following the withholding of 31,087 shares to satisfy tax obligations.

What does the Form 4 footnote explain about the MARA insider share disposition?

The footnote clarifies that the reported shares were withheld to cover tax liability from vesting restricted stock units. It explicitly states that this disposition of 31,087 shares was not an open market sale by the reporting person.