MARA Holdings (MARA) GC has 14,301 shares withheld for RSU taxes

Rhea-AI Filing Summary

MARA Holdings, Inc. General Counsel Nowaid Zabi reported a routine tax-related share withholding. On January 30, 2026, 14,301 shares of common stock were withheld at $9.50 per share to cover his tax liability upon vesting of restricted stock units. This was expressly noted as not an open market sale. After this transaction, Zabi beneficially owned 705,234 shares of MARA Holdings common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	14,301	$9.50	$136K

Holdings After Transaction: Common Stock — 705,234 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
01/30/2026

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	01/30/2026		F		14,301(1)	D	$9.5	705,234	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	02/03/2026
	** 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.

FAQ

What did MARA (MARA) General Counsel Nowaid Zabi report in this Form 4?

Nowaid Zabi reported a tax-related transaction where 14,301 MARA Holdings common shares were withheld at $9.50 per share. The shares covered his tax liability from vesting restricted stock units and were not sold on the open market.

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

No, the Form 4 explicitly states the transaction was not an open market sale. The 14,301 shares of MARA Holdings common stock were withheld solely to satisfy General Counsel Nowaid Zabi’s tax obligations from restricted stock unit vesting.

How many MARA (MARA) shares were withheld for taxes in this insider transaction?

A total of 14,301 MARA Holdings common shares were withheld at $9.50 per share. These shares were used to cover General Counsel Nowaid Zabi’s tax liability when his restricted stock units vested, rather than being sold on the market.

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

After the tax withholding transaction, Nowaid Zabi beneficially owned 705,234 shares of MARA Holdings common stock. The Form 4 shows this position as held directly, following the withholding of 14,301 shares for tax purposes tied to RSU vesting.

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

Transaction code "F" indicates shares were withheld to pay taxes upon vesting of equity awards. In this MARA Holdings filing, 14,301 common shares were withheld to satisfy General Counsel Nowaid Zabi’s tax obligations on vested restricted stock units, not sold in the market.