Marathon Digital Unveils $850 Million Convertible Bond Offering Aimed at BTC Accumulation and Liability Reduction

Marathon Digital to Raise $850M via Convertible Note Sale to Grow Bitcoin Holdings, Cut Debt

Marathon Digital Holdings (NASDAQ: MARA), one of the world’s largest Bitcoin miners, announced plans to raise $850 million through a private placement of 0% convertible senior notes due 2032, as part of a dual strategy to accumulate more BTC and refinance debt.

Disclosed in a regulatory filing on Wednesday, the offering targets qualified institutional buyers and includes an option to sell an additional $150 million in notes, potentially increasing the raise to $1 billion.

The unsecured notes will not pay interest and can be converted into cash, MARA common stock, or a combination of both at the investor’s discretion. They mature in August 2032, with noteholders allowed to demand early repayment in 2030 if the company’s stock fails to meet certain thresholds. Marathon will also have redemption rights starting in 2030, subject to conditions.

Of the total funds, up to $50 million will be used to repurchase a portion of the company’s existing 1% convertible notes due in 2026. The remaining proceeds will support Bitcoin acquisitions, corporate operations, infrastructure investments, and potential strategic deals. The company also plans to enter into capped call transactions to mitigate equity dilution risk tied to the conversion of notes.

This move aligns with Marathon’s long-standing strategy to maximize shareholder value while expanding its digital asset footprint.

As of the latest data, Marathon holds 50,000 BTC worth approximately $5.9 billion, making it the second-largest Bitcoin holder among publicly traded firms — behind only MicroStrategy (MSTR) — and the largest within the mining sector.

MARA stock was down 4.1% in pre-market trading on Wednesday, last changing hands at $19.05.