=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-17
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: MARA Holdings, Inc. (MARA)
CIK: 0001507605
--- Reporting Owner ---
Name: Thiel Frederick G
CIK: 0001567383
Role: Director, Officer (Chief Executive Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-02-17 | Code: S (Open market sale)
Shares: -27,505 | Price: $7.66
Total Value: $210,688.30
Shares Owned After: 3,381,861 | Ownership: D (Direct)
Footnotes:
[F1] The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.
[Transaction #2]
Security: Common Stock
Date: 2026-02-18 | Code: A (Grant or award)
Shares: +773,861 | Price: $0.00
Shares Owned After: 4,155,722 | Ownership: D (Direct)
Footnotes:
[F2] Represents the number of performance-vested restricted stock units ("PSUs") earned by the reporting person pursuant to an award granted on February 28, 2025 under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended, and the related award agreement. The PSUs were subject to issuer performance goals based on hashrate hours, total exahash and deployed megawatts over the performance period beginning January 1, 2025 and ending on December 31, 2025. On February 18, 2026, the Talent, Culture and Compensation Committee of the issuer's Board of Directors certified the level of achievement of the applicable performance goals, resulting in the reporting person earning 773,861 PSUs. The earned PSUs remain subject to the applicable time-based vesting conditions set forth in the award agreement.
--- Footnotes (Complete Index) ---
F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.
F2: Represents the number of performance-vested restricted stock units ("PSUs") earned by the reporting person pursuant to an award granted on February 28, 2025 under the issuer's Amended and Restated 2018 Equity Incentive Plan, as amended, and the related award agreement. The PSUs were subject to issuer performance goals based on hashrate hours, total exahash and deployed megawatts over the performance period beginning January 1, 2025 and ending on December 31, 2025. On February 18, 2026, the Talent, Culture and Compensation Committee of the issuer's Board of Directors certified the level of achievement of the applicable performance goals, resulting in the reporting person earning 773,861 PSUs. The earned PSUs remain subject to the applicable time-based vesting conditions set forth in the award agreement.
--- Signature ---
/s/ /s/ Zabi Nowaid, Attorney-in-Fact for Fred Thiel (2026-02-19)
