Thiel Frederick G 4

What Happened

• Frederick G. Thiel, CEO of MARA Holdings, sold 27,505 shares in an open-market sale on 2026-02-17 at $7.66 per share for proceeds of $210,688. The sale was made under a pre-established Rule 10b5-1 trading plan.
• On 2026-02-18 he was credited with 773,861 performance-vested restricted stock units (PSUs) awarded under a February 28, 2025 grant. The PSUs were earned based on issuer performance goals and were reported at $0 acquisition price; they remain subject to the award’s time-based vesting conditions.

Key Details

• Transactions: 2026-02-17 sale of 27,505 shares @ $7.66 (S) — $210,688; 2026-02-18 grant/award of 773,861 PSUs (A) — $0.
• Footnote: Sale executed pursuant to a Rule 10b5-1 trading plan adopted May 28, 2025.
• PSU details: PSUs earned under an award tied to hashrate hours, total exahash and deployed megawatts for the 2025 performance period; achievement certified by the Talent, Culture and Compensation Committee on Feb 18, 2026. Earned PSUs remain subject to time-based vesting.
• Shares owned after the transactions: not specified in the information provided in this summary.
• Filing timeliness: Period of report 2026-02-17; Form 4 filed 2026-02-19 — appears timely (Form 4 is generally due within two business days).

Context

• PSUs are performance-based restricted stock units: being “awarded”/“earned” means the performance conditions were met, but the units typically convert to actual shares only after satisfying any remaining time-based vesting and other terms.
• The sale was made under a 10b5-1 plan, which is a prearranged trading program and often indicates the sale was planned in advance rather than a reactive trade. This reduces, but does not eliminate, the informational weight of the sale.
• For retail investors, awards (like PSUs) provide insight into compensation tied to company performance, while planned sales under 10b5-1 are routine liquidity events and not necessarily a direct signal of management’s view on short-term stock direction.