RSU tax withholding trims MARA (NASDAQ: MARA) CEO share stake

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MARA Holdings, Inc. CEO Frederick G. Thiel reported a routine tax-related share disposition. A total of 63,101 shares of common stock were withheld at $13.89 per share to cover his tax liability arising from the vesting of restricted stock units. According to the filing, this was not an open-market sale and occurred as part of compensation settlement. After this withholding, Thiel directly holds 4,498,908 shares of MARA common stock.

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	63,101	$13.89	$876K

Holdings After Transaction: Common Stock — 4,498,908 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 63,101 shares Withholding price per share: $13.89 per share Shares held after transaction: 4,498,908 shares

3 metrics

Shares withheld for taxes 63,101 shares Tax-withholding disposition on restricted stock unit vesting

Withholding price per share $13.89 per share Value used for tax-withholding disposition

Shares held after transaction 4,498,908 shares Direct MARA common stock holdings following tax withholding

Key Terms

restricted stock units, tax-withholding disposition, Form 4, Common Stock

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:00 PM Accepted by SEC EDGAR 07/02/2026 - 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^*

Thiel Frederick G

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		F		63,101⁽¹⁾	D	$13.89	4,498,908	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did MARA CEO Frederick Thiel report in this Form 4 filing for MARA?

MARA CEO Frederick G. Thiel reported a tax-related share disposition. 63,101 common shares were withheld to cover taxes from restricted stock unit vesting, rather than sold on the open market, as part of routine compensation processing.

How many MARA shares were withheld for Frederick Thiel’s taxes in this filing?

The filing shows 63,101 MARA common shares were withheld to satisfy Frederick Thiel’s tax liability. These shares relate to the vesting of restricted stock units and were not sold in the open market, but instead retained by the company for tax payment.

Was the MARA CEO’s Form 4 transaction an open-market stock sale?

No, the Form 4 states the transaction was not an open-market sale. Shares were withheld to cover Frederick Thiel’s tax liability from restricted stock unit vesting, meaning there was no discretionary sale of shares into the public market.

How many MARA shares does CEO Frederick Thiel hold after this Form 4 transaction?

After the tax-withholding transaction, Frederick Thiel directly holds 4,498,908 MARA common shares. This post-transaction holding reflects his remaining direct stake following the withholding of 63,101 shares to cover income tax obligations on RSU vesting.

What transaction code appears in Frederick Thiel’s MARA Form 4, and what does it mean?

The transaction uses code F, meaning shares were disposed to pay a tax liability or exercise price. In this case, 63,101 MARA shares were withheld to cover Frederick Thiel’s taxes from restricted stock unit vesting, not sold in the open market.