1 unchanged sentence
Director and Officer Trading Plans and Arrangements
−Removed: On May 28, 2025 , Fred Thiel , Chief Executive Officer and Chairman of the Board , entered into a 10b5-1 Plan .
−Removed: Thiel’s 10b5-1 Plan provides for the potential sale of up to 357,565 shares of the Company’s common stock between the first potential sale date on September 17, 2025 and the expiration of the 10b5-1 Plan on September 30, 2026 .
+Added: On September 9, 2025 , Vicki Mealer-Burke , 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: Mealer-Burke’s 10b5-1 Plan provides for the potential sale of up to 21,551 shares of the Company’s common stock between the first potential sale date on February 2, 2026 and the expiration of the 10b5-1 Plan on April 30, 2026 .
+Added: On September 11, 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 176,000 shares of the Company’s common stock between the first potential sale date on February 17, 2026 and the expiration of the 10b5-1 Plan on December 31, 2026 .
+Added: Khan’s existing 10b5-1 Plan will expire on December 31, 2025.
+Added: On September 12, 2025 , Zabi Nowaid , General Counsel and Corporate Secretary , entered into a 10b5-1 Plan .
+Added: Nowaid’s 10b5-1 Plan provides for the potential sale of up to 115,000 shares of the Company’s common stock between the first potential sale date on December 17, 2025 and the expiration of the 10b5-1 Plan on December 31, 2026.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
7 unchanged sentences
Amended and Restated Bylaws of the Company
−Removed: Second Amendment to MARA Holdings, Inc.
−Removed: Amended and Restated 2018 Equity Incentive Plan
+Added: Indenture, dated as of July 25, 2025, between MARA Holdings, Inc.
+Added: Bank Trust Company, National Association, as trustee, relating to the 0.00% convertible senior notes
+Added: 7/28/2025 4.1
+Added: Form of Capped Call Confirmation
+Added: Investment Agreement, dated August 11, 2025, between MARA Holdings, Inc., Mara France SAS, Exaion SAS and EDF Pulse Holding and certain minority holders of Exaion SAS
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
9 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document) X
+Added: Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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 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 of 1933, as amended, 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: July 29, 2025
+Added: November 4, 2025
MARA HOLDINGS, INC.
6 unchanged sentences
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.