Fred Thiel reports RSU tax-withholding on MARA Form 4

Rhea-AI Filing Summary

Fred Thiel, CEO and Director of MARA Holdings, Inc., reported withholding of vested restricted stock units to cover tax obligations. The form shows three withholding transactions on 08/06/2025: 40,496 shares at $16.55, 40,388 shares at $16.08, and 27,316 shares at $15.50. The filing states these withholdings were made to satisfy tax liabilities connected to RSU vesting and were not open market sales.

Each line also reports the resulting beneficial ownership counts following the transactions: 3,906,008, 3,865,620, and 3,838,304, respectively. The document is a routine insider reporting of tax-withholding on vested equity rather than discretionary selling.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding by CEO; not a market sale and carries no immediate liquidity signal.

The filing documents three withholding transactions tied to the vesting of restricted stock units. Transaction code F and the explanation explicitly state shares were withheld to cover tax liability, and the filer did not execute open market sales. The reported per-share prices appear to reflect the withholding valuation for each tranche. For investors, this is a standard administrative equity event that does not indicate opportunistic disposition or change in ownership intent by management.

Corporate Governance Expert

TL;DR: Administrative withholding of RSUs; disclosure aligns with Section 16 reporting requirements and shows no material governance concern.

The report identifies Fred Thiel as both an officer and director and shows withholding to satisfy tax obligations on vested RSUs. The submission includes the attorney-in-fact signature block, consistent with standard practice for executed filings. Because the transaction is explicitly a withholding and not an open-market sale, it does not raise governance red flags such as undeclared insider selling or related-party transfers.

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^*

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)
08/06/2025

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	08/06/2025		F		40,496(1)	D	$16.55	3,906,008	D
Common Stock	08/06/2025		F		40,388(1)	D	$16.08	3,865,620	D
Common Stock	08/06/2025		F		27,316(1)	D	$15.5	3,838,304	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	08/08/2025
	** 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

Who filed the Form 4 for MARA (MARA)?

The reporting person is Frederick G. Thiel, identified as the company's Chief Executive Officer and a Director.

What transactions are reported on the MARA Form 4?

Three withholding transactions related to vested RSUs dated 08/06/2025: 40,496 shares at $16.55, 40,388 shares at $16.08, and 27,316 shares at $15.50.

Were these shares sold on the open market?

No. The form explicitly states the shares were withheld to cover tax liability in connection with RSU vesting and were not an open market sale.

How many shares did the filing show as beneficially owned after the transactions?

The filing reports beneficial ownership counts following each transaction as 3,906,008, 3,865,620, and 3,838,304, respectively.

What transaction code is used and what does it indicate?

Transaction code F is shown for each line; the form's explanation clarifies these entries reflect shares withheld for tax obligations on vested restricted stock units.