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AI brief of an SEC Form 8-K · MARA Holdings (MARA)

MARA closes $950 million convertible notes offering maturing 2032

Neutral Impact 4 of 5 financing Written later

MARA Holdings completed a private offering of $950 million in 0.00% convertible senior notes due August 1, 2032, on July 25, 2025, with an option for up to $200 million more. Net proceeds were approximately $940.5 million before offering expenses, and the company said it expects to use the remainder to acquire additional bitcoin and for general corporate purposes. The notes add a large amount of convertible debt, with a conversion price of approximately $20.2585 per share that could lead to dilution if converted into shares.

Key points

  • Principal of $950 million sold; initial purchasers hold an option for up to an additional $200 million within 13 days of issuance
  • Net proceeds of approximately $940.5 million; about $18.3 million used to repurchase approximately $19.4 million of 1.00% convertible notes due 2026 and about $36.9 million used for capped call transactions
  • Notes mature August 1, 2032, with no regular interest; conversion price approximately $20.2585 per share; company may settle conversions in cash, shares or both
  • Company may not redeem before January 15, 2030; holders may require repurchase on January 4, 2030

The filing

CompanyMARA Holdings (MARA)
Form8-K, current report
Filed with the SECJul 28, 2025, 8:20 AM ET
Accession number0000950142-25-002027

Items reported: 1.01 Material Definitive Agreement2.03 New Direct Financial Obligation3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 6:56 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 28, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.