MARA announces $850 million convertible notes offering

MARA Holdings Inc. (NASDAQ: MARA) announced a proposed private offering of $850 million in zero coupon convertible senior notes due 2032. The company also plans to grant initial purchasers an option to purchase up to an additional $150 million in notes within 13 days of issuance.

The notes will be unsecured senior obligations that do not bear regular interest and will mature on August 1, 2032. They will be convertible into cash, shares of MARA common stock, or a combination of both, at the company's discretion. The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act.

MARA expects to use up to $50 million of net proceeds to repurchase a portion of its existing 1.00% convertible senior notes due 2026 through privately negotiated transactions. The remaining proceeds will fund capped call transactions, acquire additional bitcoin, and support general corporate purposes including working capital, strategic acquisitions, asset expansion, and debt repayment.

The company plans to enter into capped call transactions with initial purchasers and other financial institutions to reduce potential dilution from note conversions. These transactions will cover the number of shares underlying the notes sold in the offering, subject to anti-dilution adjustments.

Starting January 15, 2030, MARA may redeem all or part of the notes for cash, provided at least $75 million in aggregate principal amount remains outstanding. Noteholders can require MARA to repurchase their notes on January 4, 2030, if the stock price falls below the conversion price.

The offering is subject to market conditions and other factors, with no assurance regarding completion timing or terms. Information is based on the company's press release statement.

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