Marathon Plans $850M Convertible Note Offering to Boost Bitcoin Reserves, Refinance Debt

Marathon Digital Holdings (MARA), one of the largest publicly listed Bitcoin miners, announced plans to raise $850 million through a private offering of 0% convertible senior notes due 2032, as part of a broader strategy to expand its crypto treasury and manage existing liabilities.

According to a regulatory filing with the U.S. Securities and Exchange Commission (SEC) on Wednesday, the offering will be available exclusively to qualified institutional buyers under Rule 144A. An additional $150 million in notes may be issued should initial purchasers exercise their option, potentially bringing the total raise to $1 billion.

The zero-coupon notes, which carry no periodic interest payments, are convertible into cash, MARA common stock, or a combination thereof. They mature in August 2032, though holders may opt to require redemption in 2030 if specified equity performance benchmarks are not met. The company also retains the right to redeem the notes early beginning in 2030, subject to certain conditions.

Marathon intends to allocate up to $50 million from the proceeds toward repurchasing a portion of its existing 1% convertible notes due in 2026. The remainder will be used for strategic bitcoin purchases, infrastructure expansion, general corporate purposes, and potential M&A activity. The firm also plans to enter into capped call transactions to limit dilution risk from future stock conversions.

With over 50,000 BTC—worth approximately $5.9 billion—on its balance sheet, Marathon is the second-largest corporate holder of bitcoin after MicroStrategy (MSTR), far outpacing other mining peers in crypto reserves.

Despite the announcement, MARA shares traded down more than 4% in pre-market activity Wednesday, changing hands at $19.05.