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Director and Officer Trading Plans and Arrangements
−Removed: During the three months ended September 30, 2024, none of the Company’s directors or Section 16 officers adopted , modified, or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
+Added: On March 6, 2025 , Douglas Mellinger , a member of the Company’s board of directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”).
+Added: Mellinger’s 10b5-1 Plan provides for the potential sale of up to 13,000 shares of the Company’s common stock between the first potential sale date on June 6, 2025 and the expiration of the 10b5-1 Plan on June 30, 2026.
+Added: Mellinger’s existing 10b5-1 Plan will expire on May 13, 2025 .
+Added: On March 10, 2025 , Jay Leupp , a member of the Company’s board of directors , entered into a 10b5-1 Plan .
+Added: Leupp’s 10b5-1 Plan provides for the potential sale of up to 33,500 shares of the Company’s common stock between the first potential sale date on June 9, 2025 and the expiration of the 10b5-1 Plan on March 31, 2026.
+Added: Leupp’s existing 10b5-1 Plan will expire on June 5, 2025 .
+Added: On March 14, 2025 , Salman Khan , Chief Financial Officer , entered into a 10b5-1 Plan .
+Added: Khan’s 10b5-1 Plan provides for the potential sale of up to 69,465 shares of the Company’s common stock between the first potential sale date on June 12, 2025 and the expiration of the 10b5-1 Plan on December 31, 2025.
+Added: Khan’s existing 10b5-1 Plan will expire on May 30, 2025 .
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Quarterly Report.
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Provided Herewith
−Removed: Restated Articles of Incorporation of MARA Holdings, Inc.
−Removed: 4.1 Indenture, dated August 14, 2024, by and between Marathon Digital Holdings, Inc.
−Removed: Bank National Association
+Added: Restated Articles of Incorporation of the Company
+Added: Amended and Restated Bylaws of the Company
+Added: Certification of Designation of Series X Preferred Stock
+Added: 1/10/2025 3.1
+Added: 4.2 Certificate of Withdrawal, dated February 21, 2025
+Added: 2/21/2025 3.2
+Added: Subscription and Investment Representation Agreement, dated January 8, 2025, by and between MARA Holdings, Inc.
+Added: and the Purchaser
+Added: 1/10/2025 10.1
+Added: At The Market Offering Agreement , dated March 28, 2025
+Added: Form 8-K 3/28/2025 1.1
+Added: Amended and Restated 2018 Equity Incentive Plan
+Added: First Amendment to Amended and Restated 2018 Equity Incentive Plan
+Added: 6/28/2024 10.1
+Added: 2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
+Added: Form 8-K 2/28/2025 10.1
+Added: 2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc.
+Added: Amended and Restated 2018 Equity Incentive Plan
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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* This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.
−Removed: Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
+Added: Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 12, 2024
MARA HOLDINGS, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.