G. Thiel - May 1, 2024 Form 4 Insider Report for MARATHON DIGITAL HOLDINGS, INC. (MARA)

Role: Chief Executive Officer, Director
Signature: /s/ Zabi Nowaid, Attorney-in-Fact for Fredrick G Thiel
Stock symbol: MARA
Transactions as of: May 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/6/2024, 09:05 AM
Previous filing: Feb 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MARA	Common Stock	Award	$0	+1.65M	+60.62%	$0.00	4.36M	May 1, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects a grant of long-term incentive performance-based restricted stock units (the "LTIP Performance RSUs") made to the Reporting Person under the Issuer's 2018 Equity Incentive Plan on May 1, 2024 (the "Grant Date"). Each LTIP Performance RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share.
F2	As further described in Exhibit 99 hereto, the number of LTIP Performance RSUs reported represents the maximum achievable award for 2024 (200% of the target award). The final number of shares of LTIP Performance RSUs will be determined based on the Issuer's achievement of a pre-determined performance metric relating to total stockholder return, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Content

Reflects a grant of long-term incentive performance-based restricted stock units (the "LTIP Performance RSUs") made to the Reporting Person under the Issuer's 2018 Equity Incentive Plan on May 1, 2024 (the "Grant Date"). Each LTIP Performance RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share.

As further described in Exhibit 99 hereto, the number of LTIP Performance RSUs reported represents the maximum achievable award for 2024 (200% of the target award). The final number of shares of LTIP Performance RSUs will be determined based on the Issuer's achievement of a pre-determined performance metric relating to total stockholder return, subject to the Reporting Person's continued service to the Issuer through each vesting date.