MARA (MARA) CEO Thiel has 80,884 shares withheld for tax on RSU vesting

Rhea-AI Filing Summary

MARA Holdings, Inc. Chief Executive Officer Frederick G. Thiel reported a tax-related share disposition tied to equity compensation. On the reported date, 80,884 shares of common stock were withheld at $11.99 per share to satisfy his tax liability from vesting restricted stock units. According to the disclosure, this was not an open market sale, and Thiel continued to directly hold 4,644,335 shares of common stock after the transaction.

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	80,884	$11.99	$970K

Holdings After Transaction: Common Stock — 4,644,335 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares: 80,884 shares Withholding price: $11.99 per share Shares held after transaction: 4,644,335 shares

3 metrics

Tax-withholding shares 80,884 shares Common stock withheld to cover tax liability from RSU vesting

Withholding price $11.99 per share Price applied to withheld common stock shares

Shares held after transaction 4,644,335 shares Direct MARA common stock holdings following Form 4 event

Key Terms

restricted stock units, tax liability, open market sale

3 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 liability financial

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

open market sale financial

"This transaction was not an open market sale"

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.

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 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)
04/30/2026

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	04/30/2026		F		80,884(1)	D	$11.99	4,644,335	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	05/04/2026
	** 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 insider transaction did MARA CEO Frederick G. Thiel report on this Form 4?

Frederick G. Thiel reported a tax-related disposition where 80,884 shares of MARA common stock were withheld. The shares covered his tax liability from vesting restricted stock units and were not sold in the open market, according to the filing’s footnote.

Was Frederick G. Thiel’s MARA transaction an open market sale of shares?

No, the transaction was not an open market sale. The filing states the 80,884 MARA shares were withheld solely to cover Thiel’s tax liability from restricted stock unit vesting, distinguishing it from a discretionary sale on the market.

How many MARA shares were involved in Frederick G. Thiel’s tax withholding event?

The filing shows 80,884 shares of MARA common stock were withheld. These shares were used to satisfy Frederick G. Thiel’s tax obligations arising from the vesting of restricted stock units, rather than being sold through a public market transaction.

What price per share was used for the MARA tax-withholding disposition?

The tax-withholding disposition used a price of $11.99 per share. This price was applied to the 80,884 withheld MARA common shares to cover Frederick G. Thiel’s tax liability associated with the vesting of his restricted stock units.

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

Following the tax-withholding disposition, Frederick G. Thiel directly holds 4,644,335 MARA common shares. This figure reflects his position after 80,884 shares were withheld to pay taxes tied to vesting restricted stock units, as described in the Form 4.