Mara Holdings completes upsized $950M offering of convertible senior notes

MARA Holdings (MARA) announced the closing on July 25, 2025 of its upsized offering of 0.00% convertible senior notes due 2032. The aggregate principal amount of the notes sold in the offering was $950M. MARA also granted the initial purchasers an option to purchase up to an additional $200M aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes were first issued. The notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the sale of the notes were approximately $940.5M, after deducting the initial purchasers’ discounts and commissions but before estimated offering expenses payable by MARA. MARA used approximately $18.3M of the net proceeds from the sale of the notes to repurchase approximately $19.4M in aggregate principal amount of its 1.00% convertible senior notes due 2026 in privately negotiated transactions and approximately $36.9M of the net proceeds to pay the cost of the capped call transactions entered into with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions. MARA expects to use the remainder of the net proceeds to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment of additional debt and other outstanding obligations.