Largest bitcoin miner MARA plans $850 million convertible note offering to buy BTC and restructure debt

MARA Holdings Inc., the largest Bitcoin miner by holdings, plans to sell $850 million of zero‑coupon convertible senior notes due 2032 in a private Rule 144A offering, with proceeds slated in part to buy more BTC, according to a Wednesday announcement.

The BTC miner also gave initial purchasers a 13‑day option to buy an additional $150 million of notes. The unsecured securities do not pay regular interest and do not accrue interest. They mature Aug. 1, 2032, but can be redeemed by MARA after Jan. 15, 2030, or put back to the company by holders on Jan. 4, 2030, if the stock trades below the conversion price.

The notes are convertible into cash, stock, or a mix at MARA’s discretion. However, conversion is limited to certain events and windows.

Before May 1, 2032. MARA will set the price based on the stock’s volume‑weighted average price between 2 p.m. and 4 p.m. EDT on pricing day.

Additionally, up to $50 million of proceeds will be used to retire a slice of MARA’s 1% notes due 2026. Hedged holders of that paper may unwind positions by buying common stock or derivatives, an activity that could move the share price during pricing. MARA will also enter capped‑call transactions to blunt dilution from conversions. Banks hedging those calls may trade MARA stock around pricing and throughout the life of the notes, the company stated. Shares of MARA dropped around 5% in U.S. pre-market hours after the news, according to The Block's data dashboard.

Corporate strategies

The proposed raise deepens a treasury strategy that now stretches beyond mining. Last week, MARA led a $20 million equity round in SEC‑registered lender Two Prime and increased the Bitcoin it allocates to the firm’s yield strategies from 500 coins to 2,000 BTC, formalizing a minority stake and chasing active returns on its coin stack. In June, MARA said it mined 950 bitcoin in May and lifted total holdings to 50,000 BTC, while selling none.

Also, the targeted financing arrives amid a race among corporates using capital markets to buy crypto. Strategy this week rolled out its fourth preferred stock series dubbed Stretch,aiming to raise $500 million for additional bitcoin. The treasury firm led by Michael Saylor currently holds 607,770 BTC, the largest BTC stack among public companies, The Block’s data dashboard shows.

Crypto’s second biggest asset, Ether, has attracted corporate treasury adoption as well, with firms like SharpLink, BitMine, and The Ether Machine securing capital for ETH accumulation through share sales.

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