MARA Holdings Plans $850M Convertible Debt Issuance to Fund Additional Bitcoin Purchases

MARA Holdings, one of the world’s largest Bitcoin miners, is moving to raise fresh capital to accelerate its Bitcoin strategy and pursue new growth initiatives.

$850M in No-Interest Convertible Notes to Power Bitcoin Ambitions

The firm intends to place $850 million of zero-coupon convertible senior notes, maturing 15 August 2032, with qualified institutional buyers. Holders may later exchange the notes for cash, MARA common shares, or a combination of the two. An additional greenshoe option gives investors 13 days to subscribe for a further $150 million, taking the potential haul to $1 billion.

Because the notes carry no coupon, investors earn yield only through conversion upside. They also gain the right to require MARA to repurchase the notes on 20 August 2030 if the stock fails to satisfy pre-set performance triggers; conversely, MARA may redeem the notes starting that same year.

Proceeds will first be used to retire up to $50 million of the company’s existing 1% convertible notes due 2026. The remainder is earmarked for additional Bitcoin purchases, general corporate purposes, additional debt reduction, and other strategic growth investments.

Shares Retreat 5% on Announcement

To curb potential dilution, MARA will enter capped-call transactions with its underwriters. The hedging structure lifts the effective conversion price and helps protect existing shareholders from excessive equity issuance. Even so, the market initially reacted negatively—MARA slid more than 5% in the aftermarket session following the release.

The capital raise follows last week’s disclosure that MARA had committed $20 million to Two Prime, an alternative-investment manager with roughly $1.75 billion in assets. The investment upgrades Marathon’s Bitcoin allotment in Two Prime’s yield strategies from 500 BTC to 2,000 BTC while simultaneously giving MARA an equity position in the firm.

Marathon Mints 4,644 BTC in First Half of 2025

According to its latest 8-K filing, MARA operated about 310,000 active miners as of 30 June 2025. Q2 production totaled 2,358 BTC—an average of roughly 26 coins a day—representing 5.7% of all network rewards during the period. Across the first six months of the year, the company found 1,360 blocks and extracted 4,644 BTC.

Only MicroStrategy Holds More Bitcoin Among Public Firms

With its existing stash topping 50,000 BTC, MARA is already the second-largest corporate holder of Bitcoin, trailing only MicroStrategy’s 607,770+ BTC. MicroStrategy (recently rebranded “Strategy”) is supplementing its holdings with a proposed $500 million “Stretch” equity offering, underscoring an institutional arms race to accumulate the asset.

Despite Bitcoin’s brief retrace from its all-time high of $123,000 to roughly $118,000, institutional appetite shows no signs of waning; both Marathon and MicroStrategy are now raising fresh capital to accelerate their Bitcoin accumulation plans.

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