MARA Issues $850M in Zero-Coupon Notes for Bitcoin Expansion

MARA Holdings, Inc. (NASDAQ: MARA), a leading digital asset infrastructure company, announced a proposed private offering of $850 million in zero-coupon convertible senior notes due August 2032. The offering includes an option for initial purchasers to buy up to an additional $150 million of notes, potentially raising the total proceeds to $1 billion.

These zero-coupon, unsecured senior notes will not bear interest except in limited circumstances. The offering is designed to optimize MARA’s capital structure, minimize near-term cash outflows, and support the company’s long-term strategy of expanding its Bitcoin holdings.

Proceeds from the offering will be used for several purposes:

• Up to $50 million will be allocated to repurchase a portion of MARA’s existing 1.00% convertible senior notes due in 2026.

• Funds will support capped call transactions to mitigate potential dilution upon conversion.

• A substantial portion will go toward acquiring additional Bitcoin and for general corporate purposes, including working capital, strategic investments, and repayment of other indebtedness.

With approximately 50,000 BTC currently held on its balance sheet—valued at around $5.9 billion—MARA ranks as the second-largest public company holder of Bitcoin, trailing only MicroStrategy (NASDAQ: MSTR), which holds over 600,000 BTC.

Deal Structure and Investor Terms

The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act. They will mature on August 1, 2032, and may be redeemed by MARA on or after January 15, 2030, provided certain conditions are met. Noteholders will also have the right to require MARA to repurchase the notes on January 4, 2030, if the stock price trades below a defined threshold.

The notes will be convertible into cash, MARA common stock, or a combination thereof, with the exact conversion terms based on the volume-weighted average price (VWAP) of MARA stock during a specified pricing window.

To limit equity dilution, MARA intends to enter into capped call transactions, a standard financial mechanism designed to reduce the number of shares issuable upon conversion. Counterparties to these transactions may engage in hedging activities that could affect MARA’s stock price during the pricing and conversion period.

Market Response and Industry Context

Following the announcement, MARA’s stock gave an immediate response, falling from nearly $20 to around $18, marking a decline of approximately 10%, as investors reacted to concerns over potential dilution and increased leverage—despite the deal’s protective structure.

This move aligns with a broader trend among crypto-forward public companies leveraging capital markets to accumulate Bitcoin. MicroStrategy, for example, recently raised $500 million via preferred stock to increase its BTC reserves.

Still, some analysts remain cautious. James Check, lead on-chain analyst at Glassnode, noted that aggressive Bitcoin treasury strategies may expose companies to market volatility and potential misalignment with shareholder interests.

Despite the stock dip, MARA’s leadership remains confident. CEO Fred Thiel stated, “Our Bitcoin treasury is a core asset, positioning us to capitalize on its long-term value.”

As MARA continues to combine mining operations with financial structuring, its approach may serve as a bellwether for future corporate Bitcoin adoption strategies.