Marathon Proposes $850M Convertible Debt Issuance to Boost BTC Holdings, Refinance Existing Obligations

Marathon Digital to Raise $850M in Convertible Notes to Expand Bitcoin Holdings and Streamline Debt

Bitcoin mining giant Marathon Digital Holdings (NASDAQ: MARA) announced plans to raise $850 million through a private placement of 0% convertible senior notes due 2032, as part of a broader strategy to strengthen its balance sheet and accelerate Bitcoin accumulation.

According to a regulatory filing with the U.S. Securities and Exchange Commission (SEC) on Wednesday, the offering targets qualified institutional buyers under Rule 144A. An additional purchase option for $150 million could increase the total offering size to $1 billion.

The notes, which bear no interest, are convertible into cash, shares of MARA common stock, or a mix of both at the holder’s discretion. They mature in August 2032, though holders may require repurchase in 2030 if certain price conditions are unmet. The company retains redemption rights from 2030 onward, subject to specific criteria.

Marathon said up to $50 million of the proceeds will go toward repurchasing a portion of its existing 1% convertible notes due in 2026, reducing near-term debt. The remaining funds will support additional Bitcoin purchases, infrastructure expansion, general corporate needs, and potential acquisitions. The company also plans to enter into capped call transactions — a hedge designed to limit dilution from equity conversion.

With 50,000 BTC (worth approximately $5.9 billion) on its balance sheet, Marathon ranks as the second-largest corporate Bitcoin holder globally, behind only MicroStrategy (MSTR), and leads all publicly traded mining firms.

Marathon shares dropped over 4% in pre-market trading Wednesday to $19.05 following the announcement.