Marathon Digital Holdings (MARA) finalized a $950 million private offering of 0.00% convertible senior notes due 2032 on July 25, 2025, securing net proceeds of approximately $940.5 million after discounts and commissions. The company immediately allocated $18.3 million to repurchase $19.4 million of its outstanding 1.00% convertible notes maturing in 2026 and $36.9 million toward capped call transactions with initial purchasers.
The majority of remaining funds will fuel Bitcoin acquisitions and corporate expansion, including infrastructure scaling, strategic acquisitions, working capital support, and debt repayment. The notes, issued under Rule 144A, mature on August 1, 2032, and are convertible into cash, MARA common stock, or a combination at the company's discretion after May 1, 2032, or earlier under specific conditions.
Notably, the initial conversion rate is set at 49.3619 shares per $1,000 principal amount (equivalent to ~$20.26 per share), with capped calls at $24.14 per share—a 40% premium to MARA's July 23 average stock price—to hedge against dilution. MARA retains redemption rights after January 15, 2030, if shares trade ≥130% of the conversion price for 20 of 30 trading days.
Following the announcement, MARA stock dipped 0.7% to $17.13, reflecting market reaction to the fundraising. The move highlights miners' growing reliance on convertible debt to avoid immediate equity dilution while leveraging institutional Bitcoin demand amplified by U.S. spot ETFs. This positions capital market access as a critical competitive advantage for hashrate expansion and BTC accumulation in the evolving mining sector.