MARA Holdings to Raise $850M for Bitcoin Buys and Debt Repayment

MARA Holdings, Inc. (NASDAQ: MARA), a leading digital energy and infrastructure firm, has announced plans to offer $850 million in 0.00% convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. An additional $150 million may be offered if the initial purchasers exercise their option.

Of the total proceeds, $50 million will be earmarked for repurchasing part of the MARA's existing 1.00% convertible notes due 2026; and the remainder will be used to fund capped call transactions, acquire more bitcoin, and support general corporate initiatives including expansion, debt repayment, and strategic acquisitions.

Convertible into cash, stock, or a mix of both, the notes are aimed at strengthening MARA's capital structure while supporting its long-term digital asset strategy.

As part of the offering, MARA plans to enter into private capped call agreements with the initial buyers or their affiliates. These agreements are meant to limit the dilution of MARA’s common stock if the notes are converted into shares by covering the same number of shares tied to the notes, adjusted for any changes, like stock splits.

The offering is expected to generate market activity around MARA’s stock as holders and option counterparties hedge their positions—potentially affecting stock price volatility in the near term.

MARA also reported mining 2,358 BTC in Q2, ending June with 310,000 energized miners and 49,951 Bitcoin. The company is now the second-largest corporate holder of Bitcoin, only behind Strategy, which owns 607,770 BTC worth over $72 billion.