MARA Holdings (MARA) director granted 82,759 RSUs vesting in 2027

Rhea-AI Filing Summary

MARA Holdings director Barbara Humpton reported an equity award of the company’s common stock. On 02/13/2026, she received a grant of 82,759 restricted stock units (RSUs) at a price of $0.00 per share, described as a grant, award, or other acquisition.

The RSUs were granted under MARA Holdings’ Amended and Restated 2018 Equity Incentive Plan and will vest in full on January 31, 2027, as long as she continues serving the company through that date. Each RSU will convert into one share of common stock when vested. After this award, Humpton directly beneficially owns 136,339 shares of MARA Holdings 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^*

Humpton Barbara

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		82,759(1)	A	$0.00	136,339	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 a grant of restricted stock units ("RSUs") made to the reporting person under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended. The RSUs will vest in full on January 31, 2027, subject to the reporting person's continued service to the issuer as of the vesting date. Each RSU represents a contingent right to receive one share of the issuer's common stock, par value $0.0001 per share.

	/s/ Zabi Nowaid, Attorney-in-Fact for Barbara Humpton	02/13/2026
	** 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) director Barbara Humpton report in this Form 4?

Barbara Humpton reported an equity award of MARA common stock. She received 82,759 restricted stock units as a grant at no cost, increasing her directly owned stake to 136,339 shares following the transaction on February 13, 2026.

How many MARA (MARA) shares were granted to Barbara Humpton and at what price?

Barbara Humpton was granted 82,759 restricted stock units of MARA common stock at a price of $0.00 per share. This reflects an equity compensation award rather than an open-market purchase, classified as a grant, award, or other acquisition.

When do Barbara Humpton’s MARA (MARA) RSUs vest and what is required?

The 82,759 RSUs granted to Barbara Humpton vest in full on January 31, 2027. Vesting is conditioned on her continued service with MARA Holdings through that date, at which time each RSU converts into one share of common stock.

How many MARA (MARA) shares does Barbara Humpton own after this transaction?

Following the RSU grant, Barbara Humpton beneficially owns 136,339 shares of MARA common stock directly. This total includes the impact of the 82,759 restricted stock units reported in the Form 4 transaction dated February 13, 2026.

Under which plan were Barbara Humpton’s MARA (MARA) RSUs granted?

The restricted stock units were granted under MARA Holdings’ Amended and Restated 2018 Equity Incentive Plan, as amended. This plan provides equity-based compensation, with each RSU representing a contingent right to receive one share of MARA common stock upon vesting.

Are Barbara Humpton’s MARA (MARA) RSUs immediately settled in common stock?

No, the RSUs are not immediately settled. Each unit represents a contingent right to receive one share of MARA common stock and will settle only when they vest in full on January 31, 2027, assuming continued service to the issuer.