MARA Raises $850M to Repay Debt and Buy More Bitcoin

• MARA’s $850M raise fuels Bitcoin accumulation and reduces the 2026 convertible debt load.
• Zero-coupon notes and capped calls help MARA reduce dilution and expand its assets.
• MARA solidifies second place in corporate Bitcoin holdings as mining capacity grows.

MARA has launched a private offering to raise $850 million through zero-coupon convertible senior notes due 2032. The company intends to use the proceeds to repurchase debt, finance capped calls, accumulate Bitcoin, and finance corporate operations. The shift supports MARA’s approach to increasing the number of its digital asset holdings and structuring its capital efficiently.

$850M Offering Aims to Repurchase Debt, Buy More Bitcoin

MARA validated its intention to utilize $50 million of the raised capital to repurchase part of its 1.00% convertible notes due in 2026. The rest will be spent on items that include buying more Bitcoin, executing capped call deals, and other general corporate expenditures.

The notes are zero-coupon, unsecured, and senior obligations, carrying no regular interest except under specific conditions. MARA will redeem the notes for cash or equity at its discretion, based on market circumstances. Redemption of the notes can begin after January 15, 2030, subject to conditions that ensure at least $75 million in notes remain outstanding.

MARA’s capped call strategy will help reduce share dilution if the notes are converted into equity. These private contracts with note buyers or affiliates will match the number of underlying shares tied to the notes. The capped call is expected to offset conversion-related dilution or additional cash payments above principal value.

Terms of Conversion and Potential Market Impact from Derivative Activities

The notes will be converted into cash, MARA common stock, or both, at MARA’s election. Before May 1, 2032, conversion will be allowed only during set periods and upon meeting specific conditions. After that date, holders may convert at any time before the maturity date of August 1, 2032.

MARA expects that hedged holders of the 2026 convertible notes will unwind equity hedges, which could affect stock price volatility. These holders may buy shares or adjust derivative positions during or shortly after the new notes’ pricing. Such activity could influence the stock price positively or reduce any downward price movement.

The capped call option counterparties can protect themselves against exposure by purchasing MARA stocks or other derivatives. Such sales might be made at a price or at the subsequent repurchase, conversion, or redemption time. Depending on volume and timing, there is the possibility of temporary price changes in the common stock of MARA due to the activity.

Related: French lawmakers Propose Bitcoin Mining With Surplus Energy

MARA Strengthens Position as Major Bitcoin Holder

MARA finished Q2 with 2,358 Bitcoin mined and currently has 310,000 energized miners. As of June, the company had 49,951 Bitcoin, ranking it as the second-largest corporate Bitcoin owner in the world. 

This latest funding supports MARA’s ambition to grow its digital asset base and reinforce its market leadership in Bitcoin accumulation. The use of proceeds from the offering reflects a balanced focus on asset growth and financial discipline. By funding both Bitcoin purchases and debt management, MARA strengthens its strategic and financial positioning.

MARA specializes in high-performance computing and digital energy infrastructure, leveraging excess energy to mine and operate Bitcoin and other compute-intensive applications, while also supporting grid robustness. The company is still developing its business along the promise of energy efficiency and digital transformation.

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