MARA Holdings (MARA) CEO Thiel has 40,496 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer and director Frederick G. Thiel had 40,496 shares of common stock withheld on January 30, 2026 at $9.50 per share to cover his tax liability from vesting restricted stock units. This was an administrative tax-withholding transaction, not an open market sale. Following this event, he beneficially owned 3,477,070 common shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thiel Frederick G

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	40,496	$9.50	$385K

Holdings After Transaction: Common Stock — 3,477,070 shares (Direct)

Footnotes (1)

1. [object Object]

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^*

Thiel Frederick G

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		40,496(1)	D	$9.5	3,477,070	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, Attorney-in-Fact for Fred Thiel	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 insider transaction did MARA (MARA) report for CEO Frederick G. Thiel?

MARA reported that CEO Frederick G. Thiel had 40,496 shares of common stock withheld on January 30, 2026. The shares were retained by the company to cover his tax liability arising from vesting restricted stock units, rather than being sold on the open market.

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

No, the Form 4 states the transaction was not an open market sale. The 40,496 shares were withheld by MARA Holdings to satisfy Frederick G. Thiel’s tax obligations related to vesting restricted stock units, rather than being sold through the market to outside buyers.

How many MARA (MARA) shares did CEO Frederick G. Thiel hold after the reported transaction?

After the January 30, 2026 transaction, Frederick G. Thiel beneficially owned 3,477,070 shares of MARA Holdings common stock directly. This figure reflects his holdings following the 40,496-share tax withholding tied to the vesting of restricted stock units awarded to him previously.

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

Transaction code “F” in the Form 4 indicates shares were withheld to pay taxes on an equity award. In this case, 40,496 shares of MARA Holdings common stock were withheld from Frederick G. Thiel to cover tax due from vesting restricted stock units granted as compensation.

What price per share was used for the MARA (MARA) CEO’s tax withholding transaction?

The Form 4 lists a price of $9.50 per share for the 40,496 shares withheld from Frederick G. Thiel. This price is used in the filing to compute the value of shares retained by MARA Holdings to satisfy his tax liability from the RSU vesting event.

What is Frederick G. Thiel’s role at MARA (MARA) according to the Form 4?

According to the Form 4, Frederick G. Thiel serves as both a director and the Chief Executive Officer of MARA Holdings, Inc. The filing identifies his relationship to the issuer, confirming his senior leadership position and board service while reporting his equity-related tax withholding transaction.