Marathon Digital Plans $850M Convertible Note Sale to Accelerate Bitcoin Strategy and Reduce Debt
Marathon Digital Holdings (MARA), one of the largest publicly traded Bitcoin miners, has announced plans to raise $850 million through a private offering of 0% convertible senior notes due 2032. The move is designed to fund additional Bitcoin purchases, enhance operational capacity, and restructure existing liabilities.
According to a filing with the U.S. Securities and Exchange Commission (SEC) on Wednesday, the offering will be made to qualified institutional buyers under Rule 144A. The company has also granted initial purchasers a 13-day option to buy an additional $150 million in notes, potentially bringing the total raise to $1 billion.
The unsecured notes will carry no interest and may be converted into cash, shares of Marathon stock, or a combination of both, at the discretion of the holder. While the notes mature in August 2032, investors may request early repurchase in 2030 if certain equity performance criteria aren’t met. Marathon will also retain the right to redeem the notes beginning in 2030, contingent on stock price thresholds.
Marathon intends to allocate up to $50 million of the proceeds toward retiring a portion of its existing 1% convertible notes due in 2026. The remainder will be used to purchase additional Bitcoin, fund corporate operations, invest in infrastructure, and pursue strategic acquisitions. A portion of the capital will also be allocated to capped call transactions to hedge against dilution risk should the notes convert into equity.
With a current holding of 50,000 BTC — valued at approximately $5.9 billion — Marathon ranks as the second-largest corporate holder of Bitcoin globally, trailing only MicroStrategy (MSTR). It remains the top BTC holder among crypto mining firms.
Shares of Marathon were down over 4% in pre-market trading on Wednesday, trading around $19.05.
