**MARA Secures $850 Million in Convertible Notes to Expand Bitcoin Holdings**
MARA Holdings has announced a proposed private offering of $850 million in zero coupon convertible senior notes, set to mature in 2032. This offering is aimed at qualified institutional buyers under Rule 144A of the Securities Act, with an additional option for initial purchasers to acquire up to $150 million within 13 days of issuance.
The notes will be unsecured senior obligations, not expected to accrue regular interest or increase in principal. They are scheduled to mature on August 1, 2032, unless they are repurchased, redeemed, or converted earlier. Notably, redemption can occur on or after January 15, 2030, provided that at least $75 million of the notes remain outstanding. Additionally, holders may require MARA to repurchase notes on January 4, 2030, contingent on specific stock price conditions.
MARA plans to allocate up to $50 million of the proceeds to repurchase a portion of its existing 1.00% convertible notes due in 2026. The remaining funds will be directed towards capped call transactions, further Bitcoin acquisitions, and general corporate purposes, including working capital, acquisitions, asset expansion, and debt repayment.
The company has stated that the notes will be convertible into cash, shares of MARA’s common stock, or a combination of both, with the conversion reference price based on the stock’s volume-weighted average price during a designated trading window on the pricing date. To mitigate potential dilution and offset cash payments exceeding the principal value upon conversion, MARA intends to engage in capped call transactions. It is important to note that hedging activities by counterparties and holders, such as purchasing MARA stock or entering into derivatives, could influence the stock price during the offering period and future conversion phases.
This capital raise aligns with MARA’s ongoing commitment to its Bitcoin-centric strategy. In May 2025, the company achieved a record monthly output of 950 BTC, raising its total holdings to 49,179 BTC. Chairman and CEO Fred Thiel remarked, “May was a record-breaking month for MARA with 282 blocks won.” Furthermore, in Q1 2025, MARA reported $213.9 million in revenue, marking a 30% year-over-year increase, and expanded its BTC holdings by 174% to 47,531 BTC. The company continues to evolve into a vertically integrated digital energy and infrastructure firm.
**FAQ**
**What is the purpose of MARA’s $850 million convertible notes offering?**
MARA’s offering aims to raise funds for purchasing additional Bitcoin, repurchasing existing convertible notes, and supporting general corporate activities, including working capital and debt repayment.