Core Viewpoint - MARA Holdings, Inc. has successfully closed an upsized offering of $950 million in 0.00% convertible senior notes due 2032, with net proceeds of approximately $940.5 million expected to be utilized for various corporate purposes, including acquiring additional bitcoin and repaying debt [1][2]. Group 1: Offering Details - The offering included an option for initial purchasers to buy an additional $200 million in notes within a 13-day period [1]. - The notes are unsecured and will not bear regular interest, with special interest payable under certain conditions starting February 1, 2026 [3]. - The notes will mature on August 1, 2032, and can be redeemed by MARA under specific conditions starting January 15, 2030 [3][4]. Group 2: Use of Proceeds - Approximately $18.3 million of the net proceeds will be used to repurchase $19.4 million of 1.00% convertible senior notes due 2026 [2]. - About $36.9 million will cover costs related to capped call transactions with initial purchasers [2]. - The remaining proceeds will be allocated for acquiring bitcoin, working capital, strategic acquisitions, and debt repayment [2]. Group 3: Conversion and Redemption Features - The notes are convertible into cash, shares of MARA's common stock, or a combination thereof, with an initial conversion rate of 49.3619 shares per $1,000 principal amount [5][6]. - Holders can require MARA to repurchase their notes under certain conditions, including if the stock price falls below the conversion price [4]. - The conversion rate is subject to adjustments based on specific events [6]. Group 4: Market Impact and Hedging - The repurchase of the 1.00% 2026 convertible notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting MARA's stock price [7][8]. - Capped call transactions are expected to mitigate dilution upon conversion of the notes, with an initial cap price of approximately $24.14 per share [9][10]. - Initial hedging activities related to the capped call transactions may also influence the market price of MARA's common stock [11].

Core Viewpoint - MARA Holdings, Inc. plans to offer $850 million of 0.00% convertible senior notes due 2032, with an option for an additional $150 million, subject to market conditions [1][2] Group 1: Offering Details - The notes will be unsecured and are not expected to bear regular interest, with special interest payable semi-annually starting February 1, 2026 [2] - The notes will mature on August 1, 2032, and can be redeemed by MARA starting January 15, 2030, under certain conditions [2] - Holders can require MARA to repurchase their notes on January 4, 2030, if the stock price is below the conversion price [2] Group 2: Use of Proceeds - MARA intends to use up to $50 million of the net proceeds to repurchase existing 1.00% convertible senior notes due 2026, with the remainder for capped call transactions, acquiring bitcoin, and general corporate purposes [3] Group 3: Market Impact - The repurchase of the 1.00% 2026 convertible notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting MARA's stock price [4] - Capped call transactions are expected to reduce dilution upon conversion of the notes and offset cash payments exceeding the principal amount [5] Group 4: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and the offering has not been registered under the Securities Act [7]