MARA Holdings (MARA) reports RSU tax share withholding by counsel

Rhea-AI Filing Summary

MARA Holdings, Inc. reported an insider equity transaction by its General Counsel, Nowaid Zabi. On January 8, 2026, 3,601 shares of common stock were withheld at a price of $8.98 per share to cover the reporting person’s tax liability arising from the vesting of restricted stock units. The filing explains that this was not an open market sale but a tax withholding event tied to equity compensation. After this transaction, the reporting person beneficially owned 719,535 shares of MARA Holdings common stock directly.

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)
01/08/2026

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	01/08/2026		F		3,601(1)	D	$8.98	719,535	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	01/09/2026
	** 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).
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FAQ

What insider transaction did MARA (MARA) disclose for Nowaid Zabi?

The company disclosed that General Counsel Nowaid Zabi had 3,601 shares of MARA Holdings common stock withheld to satisfy tax obligations from the vesting of restricted stock units.

Was the MARA Holdings Form 4 transaction an open market sale?

No. The filing states that the 3,601 shares were withheld to cover tax liability related to vested restricted stock units and that this was not an open market sale by the reporting person.

At what price were the MARA Holdings shares withheld for taxes?

The shares of MARA Holdings common stock were withheld at a price of $8.98 per share in connection with the tax withholding event.

How many MARA Holdings shares does Nowaid Zabi own after the transaction?

Following the tax withholding transaction, General Counsel Nowaid Zabi beneficially owned 719,535 shares of MARA Holdings common stock directly.

What role does the reporting person hold at MARA Holdings?

The reporting person, Nowaid Zabi, serves as General Counsel of MARA Holdings, Inc., as indicated in the Form 4 filing.

What is the transaction code used in this MARA Holdings Form 4?

The transaction is coded as "F", which in this context reflects shares withheld by MARA Holdings to cover the reporting person’s tax liability upon RSU vesting.