MARA Holdings' General Counsel Nowaid Zabi Executes Share Sale Under Pre-Arranged Rule 10b5-1 Plan

Understanding Rule 10b5-1 Trading Plans and Their Function

Rule 10b5-1 trading plans are formal agreements that allow company insiders such as officers and directors to carry out predetermined trades of company shares during times when they might otherwise be prohibited from trading due to access to material nonpublic information. These plans act as safeguards to prevent insider trading allegations by committing to trades in advance, which are then executed automatically according to the plan’s terms. The Securities and Exchange Commission implemented this rule to offer insiders a compliant method to liquidate holdings while upholding market integrity and regulatory standards.

By adopting a Rule 10b5-1 plan, insiders specify parameters such as the number of shares to sell, timing, and pricing mechanisms before they gain access to sensitive company information. This separation between the decision and execution of trades creates a legal safe harbor under Rule 10b5-1(c), assuming the plan meets regulatory criteria. Zabi’s plan, adopted on September 12, 2025, provided the legal framework for his July 20, 2026 transaction.

Details of Nowaid Zabi’s Stock Sale

The filing reveals that Nowaid Zabi, serving as General Counsel of MARA Holdings, sold exactly 8,376 shares of common stock on July 20, 2026. The sale was recorded under transaction code S at $12 per share. These terms were predetermined as part of the Rule 10b5-1 plan, indicating the sale’s timing and pricing were set months prior rather than in reaction to current market conditions or company developments.

The gross proceeds from this sale amount to approximately $100,512 before fees or taxes, calculated by multiplying 8,376 shares by $12 each. The filing confirms that Zabi executed the sale directly, with no involvement of intermediaries or indirect ownership structures.

Zabi’s Beneficial Ownership After the Transaction

Following the July 20, 2026 sale, Zabi’s beneficial ownership in MARA Holdings common stock stands at 934,468 shares held directly. This figure reflects his economic interest and voting power in the company post-transaction, which is important for assessing insider holdings and potential conflicts of interest.

Retaining nearly 934,000 shares indicates that Zabi maintains a significant financial stake in MARA Holdings despite the sale. The filing does not disclose any indirect holdings through trusts or partnerships, focusing solely on direct beneficial ownership.

Nowaid Zabi’s Role at MARA Holdings

As General Counsel, Zabi is the senior legal officer responsible for managing the company’s legal affairs, compliance with securities regulations, and legal risk. His position grants him regular access to material nonpublic information regarding MARA Holdings’ operations and strategic plans.

Due to his officer status, Zabi is subject to Section 16(a) reporting requirements under the Securities Exchange Act of 1934, mandating disclosure of his securities transactions within two business days. This filing confirms his insider status and compliance with these obligations.

Execution Timing Under the Trading Plan

The sale took place on July 20, 2026, the same date as the Form 4 filing. The transaction was executed under the Rule 10b5-1 plan established on September 12, 2025, illustrating how such plans enable insiders to schedule trades well in advance, often before any material company announcements, ensuring compliance and transparency.

This practice is common among senior executives who frequently access nonpublic information, as it provides documented evidence that the trade decision was made independently of any subsequent developments.

No Derivative Securities or Additional Holdings Reported

The Form 4 filing includes sections for both non-derivative and derivative securities. In this case, no transactions or holdings of derivative securities such as stock options or warrants were reported, indicating that Zabi did not acquire or dispose of any such instruments in this filing.

This absence suggests that any equity derivatives held by Zabi are either non-existent, previously exercised, or not subject to disclosure in this report. The focus remains solely on the sale of common stock and his resulting direct ownership.

Regulatory Compliance and Reporting Details

Form 4 submissions must be filed within two business days of a reportable transaction. This filing, dated July 20, 2026, aligns with the transaction date, demonstrating timely SEC compliance. Zabi personally certified the accuracy of the disclosure by signing the form on the same day.

The filing highlights that intentional misstatements or omissions in Form 4 disclosures are federal crimes under 18 U.S.C. Section 1001 and 15 U.S.C. 78ff(a), underscoring the seriousness of insider reporting. The inclusion of the Rule 10b5-1 plan details provides transparency to investors and regulators regarding the legality of the transaction.

Insights Into Insider Confidence and Liquidity Strategy

The sale of 8,376 shares by a senior officer under a pre-arranged plan is a standard practice for managing insider equity holdings and liquidity. Establishing and executing Rule 10b5-1 plans reflects a structured approach to portfolio diversification and compliance rather than any urgent financial need or diminished confidence in the company.

Investors should interpret this single pre-planned sale as routine, especially given Zabi’s substantial retained ownership of over 934,000 shares. Such transactions typically carry less weight than unexpected or accelerating insider sales.

Investor Considerations and Monitoring Recommendations

Market participants tracking MARA Holdings’ insider activity should observe whether similar pre-arranged sales continue under Zabi’s plan or if new plans are adopted by him or other insiders. Patterns in insider sales—including timing, volume, and relation to company news—can provide insights into insider sentiment and market dynamics. However, isolated transactions under existing plans should not be overanalyzed without broader context.

The disclosure does not specify any immediate impact on share price or company financials. Investors seeking further understanding should consult MARA Holdings’ latest quarterly and annual reports, earnings releases, and other public filings for comprehensive context on business performance and strategy.