MARA closes $950 million convertible senior notes offering

MIAMI - MARA Holdings, Inc. (NASDAQ:MARA) announced Monday the closing of its upsized offering of 0.00% convertible senior notes due 2032, raising $950 million. The transaction closed on July 25, 2025. The company, with a market capitalization of $6.07 billion and trailing twelve-month revenue of $705 million, faces significant financial challenges according to InvestingPro analysis, which shows concerns about debt servicing capability.

The digital energy and infrastructure company sold the notes to qualified institutional buyers under Rule 144A of the Securities Act. MARA also granted initial purchasers an option to buy up to an additional $200 million in notes within a 13-day period.

Net proceeds from the sale totaled approximately $940.5 million after discounts and commissions. The company allocated $18.3 million to repurchase approximately $19.4 million of its existing 1.00% convertible senior notes due 2026, and $36.9 million for capped call transactions with certain financial institutions. This financing comes at a crucial time, as InvestingPro data reveals the company’s current ratio of 0.79, indicating short-term obligations exceed liquid assets. Get access to 12+ more key ProTips and comprehensive analysis with an InvestingPro subscription.

MARA intends to use the remaining proceeds to acquire additional bitcoin and for general corporate purposes, according to the company’s statement based on its press release.

The notes are unsecured, senior obligations that will not bear regular interest, and the principal amount will not accrete. They will mature on August 1, 2032, unless earlier repurchased, redeemed or converted.

The notes are convertible into cash, shares of MARA’s common stock, or a combination of both, at the company’s election. The initial conversion rate is 49.3619 shares per $1,000 principal amount, equivalent to a conversion price of approximately $20.2585 per share.

MARA entered into privately negotiated capped call transactions with an initial cap price of approximately $24.14 per share, representing a 40% premium over the company’s weighted average share price of $17.2413 on July 23, 2025.

The notes and potential shares issuable upon conversion have not been registered under the Securities Act and were offered only to qualified institutional buyers. With a beta of 6.55, MARA’s stock exhibits significant volatility compared to the market. Investors seeking deeper insights into MARA’s financial health and growth prospects can access the comprehensive Pro Research Report, available exclusively on InvestingPro.

In other recent news, MARA Holdings, Inc. has announced the pricing of its upsized offering of $950 million in convertible senior notes due 2032. This offering includes an option for initial purchasers to buy an additional $200 million, with the notes being unsecured and zero-interest. Additionally, MARA Holdings had previously announced plans for an $850 million convertible note offering, with an option for an additional $150 million, subject to market conditions. In analyst updates, Piper Sandler has raised its price target for MARA to $26, citing the company’s focus on bitcoin mining and its significant treasury position. UBS has also increased its price target for MARA to $203, based on expectations of higher refining earnings. UBS adjusted its second-quarter 2025 earnings per share estimate to $3.03, which is below the Street consensus. These developments reflect a period of active financial strategy and analyst interest in MARA Holdings.

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