MARA Holdings, Inc.

Amended and Restated Bylaws

The information set forth in Item 5.03 below is included for the purpose of providing disclosure under “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 4, 2026, the Board of Directors (the “Board”) of MARA Holdings, Inc. (the “Company”) adopted amended and restated bylaws of the Company (the “A&R Bylaws”), effective immediately. The amendments, among other things:

•Establish advance notice procedures and disclosure requirements for stockholders proposing director nominations or other business at annual meetings and director nominations at special meetings at which directors are to be elected. These provisions include an annual meeting notice window generally between 90 and 120 days before the anniversary of the preceding year’s annual meeting, information and updating requirements concerning proposing stockholders and proposed nominees, nominee questionnaires and representations and requirements relating to the universal proxy rules. The amendments also reserve white proxy cards for the Board’s exclusive use.

•Require stockholder approval of any amendment to or repeal of the classified Board provisions by holders of a majority of the voting power of all shares entitled to vote thereon, rather than the generally applicable majority-of-votes-cast standard. The amendments also provide that changes to those provisions may not shorten an incumbent director’s term.

•Provide that the number of directors may be fixed or changed solely by the Board, rather than by the Board or stockholders, and that, subject to applicable law, vacancies and newly created directorships between stockholder meetings may be filled only by the remaining directors.

•Update provisions governing the calling, scheduling and conduct of stockholder and Board meetings, including expressly authorizing the Board to postpone, reschedule or cancel stockholder meetings.

•Conform provisions to Nevada law, including specifying a two-thirds voting power requirement for director removal, and make other ministerial, clarifying and conforming changes.

In connection with the adoption of the A&R Bylaws, the Company is updating the information concerning stockholder proposals and director nominations for its 2027 annual meeting of stockholders (the “2027 Annual Meeting”) previously disclosed in its 2026 proxy statement. Stockholders intending to nominate directors or bring other business before the 2027 Annual Meeting, other than proposals submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act, must deliver written notice to the Company’s Corporate Secretary at 1010 South Federal Highway, Suite 2700, Hallandale Beach, Florida 33009, no earlier than the close of business on February 18, 2027 and no later than the close of business on March 20, 2027. Close of business means 6:00 p.m. local time at the Company’s principal place of business. This notice window supersedes the previously disclosed March 23, 2027 deadline and is subject to the alternative timing provisions in the A&R

Bylaws if the 2027 Annual Meeting is advanced or delayed by more than 30 days from June 18, 2027. Stockholders must also comply with all other applicable requirements of the A&R Bylaws.

The January 7, 2027 deadline for submitting proposals pursuant to Rule 14a-8 remains unchanged. Stockholders intending to solicit proxies in support of director nominees other than the Board’s nominees must comply with the advance notice requirements and deadlines described above, including the March 20, 2027 notice deadline, and must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

The foregoing description is qualified in its entirety by reference to the full text of the A&R Bylaws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Share Repurchase Program

The information set forth in Item 8.01 below is included for the purpose of providing disclosure under “Item 8.01. Other Events” of Form 8-K.

Item 8.01. Other Events

On November 9, 2026, the Board authorized a share repurchase program under which the Company may repurchase up to $500 million of its outstanding common stock.

Under the program, the Company may repurchase its common stock from time to time, in amounts, at prices and at such times as the Company deems appropriate, subject to market conditions and other considerations. Repurchases may be executed through open market purchases, privately negotiated transactions, accelerated share repurchases and/or trading plans established pursuant to Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other legal requirements. The program does not obligate the Company to repurchase any particular amount of common stock and may be modified, suspended or terminated at any time.

Director and Officer Trading Plans and Arrangements

On August 7, 2026, Vicki Mealer-Burke, amember of the Board, 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”). Ms. Mealer-Burke’s 10b5-1 Plan provides for the potential sale of up to 41,380 shares of the Company’s common stock between the first potential sale date on February 1, 2027 and the expiration of the 10b5-1 Plan on April 30, 2027.

On September 8, 2026, Salman Khan, the Company’s Chief Financial Officer, entered into a 10b5-1 Plan. Mr. Khan’s 10b5-1 Plan provides for the potential sale of up to 192,000 shares of the Company’s common stock between the first potential sale date on January 4, 2027 and the expiration of the 10b5-1 Plan on December 31, 2027. Mr. Khan’s existing 10b5-1 Plan will expire on December 31, 2026.