MARA Holdings completes $950 million convertible notes offering

MARA Holdings Inc. (NASDAQ: MARA) closed a $950 million offering of 0.00% convertible senior notes due 2032 on July 25, according to a company statement. The notes were sold in a private offering to qualified institutional buyers under Rule 144A of the Securities Act.

The company received net proceeds of approximately $940.5 million after deducting initial purchasers' discounts and commissions. MARA used $18.3 million of the proceeds to repurchase $19.4 million in aggregate principal amount of its 1.00% convertible senior notes due 2026 and allocated $36.9 million to pay for capped call transactions with initial purchasers and other financial institutions.

The company plans to use remaining proceeds to acquire additional bitcoin and for general corporate purposes, including working capital, strategic acquisitions, asset expansion, and debt repayment.

The notes are convertible into cash, shares of MARA common stock, or a combination of both at the company's election. The initial conversion rate is 49.3619 shares per $1,000 principal amount, equivalent to a conversion price of approximately $20.26 per share. The notes mature on August 1, 2032.

MARA may redeem the notes for cash starting January 15, 2030, if its stock price reaches at least 130% of the conversion price for a specified period. Holders can require MARA to repurchase their notes on January 4, 2030, under certain conditions or upon fundamental changes.

The company entered into capped call transactions with option counterparties 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 on July 23, 2025.

MARA granted initial purchasers an option to purchase up to an additional $200 million of notes within 13 days of issuance.

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