MARA Holdings, Inc. (NASDAQ: MARA), a leading digital infrastructure and Bitcoin mining firm, announced plans to raise $850 million through a private offering of 0.00% convertible senior notes due 2032.
The notes will be offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act, with an option for an additional $150 million in oversubscription.
These unsecured notes won’t carry regular interest and will mature on August 1, 2032. They will be convertible into cash, MARA stock, or a combination, depending on company election. Redemption may begin as early as January 15, 2030, with certain conditions including a minimum of $75 million in notes remaining unredeemed.
MARA intends to use $50 million of the proceeds to repurchase a portion of its existing 1.00% convertible notes due 2026, while the rest will fund capped call transactions, Bitcoin acquisition, and general corporate purposes such as expansion or debt reduction.
The offering includes capped call transactions with financial institutions to reduce dilution upon conversion. Related hedging activities—such as buying MARA stock or derivatives—may impact MARA’s share price during and after the pricing period. Repurchases of the 2026 notes by hedged holders may also drive market activity, potentially boosting MARA’s stock price in the short term.
The final terms—including conversion rate and capped call pricing—will be determined at the time of pricing. This financing move positions MARA to strengthen its balance sheet, secure additional Bitcoin, and reduce future dilution risks as it continues scaling operations in the digital asset ecosystem.
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