MARA Holdings announced today a proposed private offering of $850 million in zero coupon convertible senior notes due 2032. The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, with an option for initial purchasers to acquire an additional $150 million within 13 days of issuance.
The notes will be unsecured senior obligations and are not expected to bear regular interest or accrete in principal. They will mature on August 1, 2032, unless earlier repurchased, redeemed, or converted. Redemption may occur on or after January 15, 2030, provided at least $75 million of notes remain outstanding. Holders may also require MARA to repurchase notes on January 4, 2030, if certain stock price conditions are met.
The company expects to use up to $50 million of the proceeds to repurchase a portion of its existing 1.00% convertible notes due 2026. Remaining funds will be allocated toward capped call transactions, additional Bitcoin purchases, and general corporate purposes, including working capital, acquisitions, asset expansion, and debt repayment.
MARA stated that “the notes will be convertible into cash, shares of MARA’s common stock, or a combination of both,” and noted that the reference price for conversion will be based on the stock’s volume weighted average price during a specific trading window on the date of pricing.
As part of the transaction, MARA intends to enter into capped call transactions to reduce potential dilution and/or offset cash payments exceeding the principal value upon conversion. Hedging activity by counterparties and holders (such as buying MARA stock or entering into derivatives) could impact the stock price during the offering window and future conversion periods.
This capital raise is all part of MARA’s ongoing commitment to its Bitcoin centered strategy. In May 2025, the company mined 950 BTC—its highest monthly output since the 2024 halving—boosting its holdings to 49,179 BTC. “May was a record-breaking month for MARA with 282 blocks won,” said Chairman and CEO Fred Thiel.
Also, In Q1 2025, MARA posted $213.9 million in revenue, a 30% year-over-year increase, and grew its BTC holdings by 174% to 47,531 BTC. The company also emphasized its evolution into a vertically integrated digital energy and infrastructure firm.