MARA Holdings prices $950 million convertible notes offering

MARA Holdings Inc. (NASDAQ: MARA) announced the pricing of a $950 million offering of 0.00% convertible senior notes due 2032. The notes will be sold in a private offering to qualified institutional buyers under Rule 144A of the Securities Act.

The company granted initial purchasers an option to purchase up to an additional $200 million in notes within 13 days of issuance. The offering is expected to close on July 25, 2025, subject to customary closing conditions.

The notes will be unsecured senior obligations that do not bear regular interest and will not accrete in principal amount. They mature on August 1, 2032, unless earlier repurchased, redeemed or converted. Starting January 15, 2030, MARA may redeem the notes for cash at 100% of principal amount plus accrued special interest if its stock price reaches at least 130% of the conversion price for a specified period.

The notes are convertible into cash, shares of MARA common stock, or a combination at the company's election. The initial conversion rate is 49.3619 shares per $1,000 principal amount of notes.

MARA estimates net proceeds of approximately $940.5 million after deducting discounts and commissions, or $1,138.5 million if purchasers exercise their full option. The company plans to use approximately $18.3 million to repurchase $19.4 million of its existing 1.00% convertible senior notes due 2026, with the remainder for capped call transactions costing about $36.9 million, bitcoin acquisition and general corporate purposes.

MARA entered into capped call transactions with initial purchasers and financial institutions to reduce potential dilution from note conversions. The cap price is initially approximately $24.14 per share, representing a 40% premium over the composite volume weighted average price of $17.24 from 2:00 p.m. through 4:00 p.m. Eastern Daylight Time on July 23, 2025.

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