Marathon Digital to Raise $850M via Convertible Notes to Boost Bitcoin Reserves, Reduce Short-Term Debt
Marathon Digital Holdings (MARA), one of the largest publicly traded Bitcoin miners, has unveiled plans to raise $850 million through a private offering of 0% convertible senior notes due 2032. The funds will be used to expand its Bitcoin holdings, repay debt, and pursue strategic growth opportunities.
According to the SEC filing released Wednesday, the offering is targeted exclusively at qualified institutional buyers under Rule 144A. The notes carry no interest and are convertible into cash, MARA stock, or a combination of both. An option for initial purchasers to acquire an additional $150 million of notes could bring the total raise to $1 billion.
The notes mature in August 2032, though investors will have the right to request repurchase in 2030 under specific conditions. Marathon also has the option to redeem the notes from 2030 onwards, subject to certain performance thresholds.
Marathon said up to $50 million of the proceeds will be allocated to repurchase part of its outstanding 1% convertible notes due 2026, reducing short-term obligations. The remaining capital will be deployed to increase BTC reserves, strengthen operational capabilities, support M&A initiatives, and fund capped call transactions — an equity hedge designed to limit dilution risk if the notes are converted.
With 50,000 BTC (valued at approximately $5.9 billion) on its balance sheet, Marathon is the second-largest corporate holder of Bitcoin after MicroStrategy (MSTR), according to Bitcoin Treasuries data.
Following the announcement, MARA stock fell over 4% in pre-market trading Wednesday, last changing hands at $19.05.
