TLDR
- MARA drops 0.7% after $950M note deal to grow bitcoin and AI power play.
- MARA raises $950M via zero-coupon notes to fuel bitcoin and infra growth.
- $950M MARA note sale sparks stock dip, targets BTC buys and infra upgrades.
- MARA’s $950M note offering funds bitcoin, boosts energy-to-digital shift.
- MARA dips as $950M convertible note fuels crypto, AI, and debt strategy.
MARA Holdings, Inc. shares experienced a price decline following the announcement of a $950 million convertible note offering. Shares dropped from approximately $17.75 to $17.13 by 2:11 PM EDT, reflecting a 0.70% decrease.
$950M Offering Targets Strategic Expansion and Debt Management
MARA finalized the sale of $950 million in 0.00% convertible senior notes due 2032 on July 25, 2025. The company issued the notes privately to qualified institutional buyers under Rule 144A of the Securities Act. The offering included an option for purchasers to acquire an additional $200 million in notes within a 13-day window.
☝🏻@MARA JUST MADE A POWER MOVE
They raised $950 million — not to sit on it, but to buy more #Bitcoin and scale up hard.
Already holding 50K+ $BTC, and they’re not slowing down.
This is how institutions play the long game. pic.twitter.com/TRcFNtiAJ7
— COACHTY (@TheRealTRTalks) July 28, 2025
MARA secured approximately $940.5 million in net proceeds after deducting fees but before expenses. Of this, $18.3 million was used to repurchase $19.4 million of its existing 1.00% convertible notes due in 2026. It allocated another $36.9 million to capped call transactions designed to mitigate stock dilution upon conversion.
The notes are senior, unsecured and carry no regular interest but may accrue special interest under specific conditions. They mature on August 1, 2032, unless earlier redeemed or converted. Redemption becomes optional after January 15, 2030, provided MARA stock reaches 130% of the conversion price over a defined period.
Conversion Mechanics and Strategic Hedging Boost Flexibility
The notes convert into MARA’s common stock, cash, or a mix, depending on MARA’s choice and market triggers. Before May 1, 2032, conversion is limited to specific conditions and periods. Post that, conversion is open until two trading days before maturity.
The initial conversion rate stands at 49.3619 shares per $1,000 of notes, equating to a price of $20.2585 per share. This rate adjusts upon certain events to protect the holders’ value. Furthermore, MARA arranged capped call transactions with a $24.14 cap to reduce potential share dilution.
These capped calls, executed with the note purchasers and other financial firms, hedge against excessive stock issuance. As a result, counterparties are expected to buy MARA shares or adjust derivative positions. This market activity may increase changes during conversions or redemptions.
Bitcoin Acquisitions and Broader Corporate Strategy
The remaining proceeds will support Bitcoin acquisition and broader operational objectives. These include working capital needs, infrastructure upgrades, and possible strategic purchases. MARA may also use funds to repay other outstanding debts.
The company confirmed that holders of the repurchased 2026 notes may adjust hedge positions by buying MARA stock or unwinding derivatives. Such activity could temporarily influence MARA’s stock price direction. However, the impact’s scale remains uncertain.
MARA continues leveraging its position in digital energy and bitcoin infrastructure. The company transforms surplus energy into digital capital and supports AI and computing through optimized energy use. This financing move marks its ongoing focus on scale, efficiency, and digital asset expansion.
