MARA to offer $850 million of zero-coupon convertible senior notes due 2032

Jul 23, 2025

MARA has launched a proposed private placement of $850 million aggregate principal amount of 0.00% convertible senior notes maturing August 1, 2032, with an option for initial purchasers to buy an additional $150 million within 13 days of issuance, according to a press release

The exact details including conversion premium and interest rate will be determined at the time of pricing. The notes will be unsecured senior obligations that do not bear regular interest or accrete in principal. MARA may redeem the notes for cash on or after January 15, 2030, but if it doesn’t redeem everything, then at least $75 million must remain outstanding. 

Holders may require MARA to repurchase notes for cash on January 4, 2030, if the common stock’s sale price falls below the conversion price. Notes will convert, at MARA’s election, into cash, shares of common stock, or both. Conversion is only permitted upon specified events before May 1, 2032, and at any time thereafter until two business days before maturity. 

MARA plans to deploy up to $50 million of net proceeds to repurchase a portion of its 1.00% convertible senior notes due 2026, with remaining proceeds funding capped-call transactions, bitcoin acquisitions, and general corporate purposes.

At time of publication, MARA is down 4.5% during pre-market hours. 

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