Tax withholding trims MARA Holdings (NASDAQ: MARA) counsel stake

Rhea-AI Filing Summary

MARA Holdings, Inc. reported a routine tax-related share disposition by its General Counsel, Nowaid Zabi

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nowaid Zabi

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	12,328	$8.16	$101K

Holdings After Transaction: Common Stock — 1,049,137 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 12,328 shares Tax-withholding price: $8.16 per share Shares held after transaction: 1,049,137 shares +1 more

4 metrics

Tax-withheld shares 12,328 shares Shares withheld to cover tax liability on RSU vesting

Tax-withholding price $8.16 per share Valuation used for the tax-withholding disposition

Shares held after transaction 1,049,137 shares Direct holdings by Nowaid Zabi following the withholding

Tax-withholding shares (summary) 12,328 shares TaxWithholdingShares in transaction summary

Key Terms

restricted stock units, tax-withholding disposition, open market sale, tax liability

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action":"tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open market sale financial

"This transaction was not an open market sale by the reporting person"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

tax liability financial

"withheld to cover the reporting person's tax liability in connection"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 07:00 PM

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 FLORIDA 33009

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		F		12,328(1)	D	$8.16	1,049,137	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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did the MARA Form 4 filing report for General Counsel Nowaid Zabi?

The Form 4 shows MARA General Counsel Nowaid Zabi had shares withheld to cover taxes from vested restricted stock units. This was a compensation-related adjustment, not a market trade, and reflects standard equity award processing.

How many MARA shares were withheld for taxes in this Form 4 filing?

The filing reports 12,328 shares of MARA common stock were withheld to satisfy Zabi’s tax obligations. These shares relate to the vesting of restricted stock units and were not sold on the open market according to the disclosure.

At what price were MARA shares valued for the tax withholding transaction?

The withheld shares were valued at $8.16 per share for the tax-withholding disposition. This price is used solely for the internal tax settlement on vested restricted stock units and does not represent an open market sale price in this context.

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

After the tax withholding, Zabi directly holds 1,049,137 shares of MARA common stock. This indicates the withheld 12,328 shares represent a small portion of his overall reported holdings following the equity award vesting event.

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

No, the footnote states this was not an open market sale. The shares were withheld by MARA Holdings to cover Zabi’s tax liability arising from restricted stock unit vesting, a common mechanism for handling equity-based compensation taxes.

What type of equity award triggered the MARA tax-withholding in this Form 4?

The tax-withholding disposition relates to restricted stock units that vested for Zabi. When RSUs vest, companies frequently withhold a portion of the resulting shares to cover income tax obligations instead of requiring separate cash payments.