Overview

• The private sale targets qualified institutional buyers and includes a $150 million overallotment option that could lift the total raise to $1 billion.
• The notes mature in August 2032 without regular interest and offer conversion into cash, shares or both with repurchase and redemption options beginning in 2030.
• Up to $50 million of proceeds will repurchase MARA’s 1.0% convertible notes due 2026 to reduce near-term liabilities.
• The offering continues MARA’s debt-financed HODL approach that increased its Bitcoin stash from 20,000 BTC in mid-2024 to 50,000 BTC today while funding infrastructure growth and strategic acquisitions.
• Shares slid roughly 9%–10% on the announcement as investors weighed dilution risks against MARA’s aggressive debt-financed expansion.