Item 5. Other Information
ITEM 5. OTHER INFORMATION
Director and Officer Trading Plans and Arrangements
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”). Mr. 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. Mr. Mellinger’s existing 10b5-1 Plan will expire on May 13, 2025 .
On March 10, 2025 , Jay Leupp , a member of the Company’s board of directors , entered into a 10b5-1 Plan . Mr. 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. Mr. Leupp’s existing 10b5-1 Plan will expire on June 5, 2025 .
On March 14, 2025 , Salman Khan , Chief Financial Officer , entered into a 10b5-1 Plan . Mr. 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. Mr. Khan’s existing 10b5-1 Plan will expire on May 30, 2025 .
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Quarterly Report.
Exhibit Number
Exhibit Description Form
Date of First Filing
Exhibit Number
Provided Herewith
3.1
Restated Articles of Incorporation of the Company
Form 10-K
3/3/2025
3.1
3.2
Amended and Restated Bylaws of the Company
Form 10-K
3/3/2025
3.2
4.1
Certification of Designation of Series X Preferred Stock
Form 8-K
1/10/2025 3.1
4.2 Certificate of Withdrawal, dated February 21, 2025
Form 8-K
2/21/2025 3.2
10.1
Subscription and Investment Representation Agreement, dated January 8, 2025, by and between MARA Holdings, Inc. and the Purchaser
Form 8-K
1/10/2025 10.1
10.2
At The Market Offering Agreement , dated March 28, 2025
Form 8-K 3/28/2025 1.1
10.3
Amended and Restated 2018 Equity Incentive Plan
X
10.4
First Amendment to Amended and Restated 2018 Equity Incentive Plan
Form 8-K
6/28/2024 10.1
10.5
2025 Form of Restricted Stock Unit Agreement under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
Form 8-K 2/28/2025 10.1
10.6
2025 Form of Performance Based Restricted Stock Unit Awards under the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan
X
31.1
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
Inline XBRL Instance Document X
101.SCH
Inline XBRL Taxonomy Extension Schema Document X
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101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document) X
* This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. 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.
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SIGNATURES
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.
Date: May 8, 2025
MARA HOLDINGS, INC.
By: /s/ Fred Thiel
Name: Fred Thiel
Title: Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
By: /s/ Salman Khan
Name: Salman Khan
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.