Marathon Digital Holdings (MARA) Proposes $250 Million Convertible Senior Notes Offering

Marathon Digital Holdings, Inc. (NASDAQ: MARA), a leader in digital asset compute and energy transformation, has announced its intention to offer $250 million aggregate principal amount of convertible senior notes in a private offering. The proceeds from this offering are planned to be used primarily for the acquisition of bitcoin and general corporate purposes, according to Marathon Digital Holdings.

Details of the Offering

The notes, due in 2031, will be unsecured, senior obligations of MARA. They will bear interest payable semi-annually starting on March 1, 2025, and maturing on September 1, 2031. The company has also granted the initial purchasers an option to buy an additional $37.5 million aggregate principal amount of notes within a 13-day period from the date of issuance. The notes will be convertible into cash, shares of MARA’s common stock, or a combination of both, at MARA's discretion.

Redemption and Repurchase Terms

On or after September 6, 2028, MARA may redeem all or part of the notes for cash, provided that at least $75 million aggregate principal amount of notes remains outstanding. Additionally, noteholders will have the right to require MARA to repurchase their notes for cash on March 1, 2029. The interest rate, initial conversion rate, and other terms will be determined at the time of pricing the offering.

Use of Proceeds

MARA intends to utilize the net proceeds from this offering primarily to acquire additional bitcoin and for general corporate purposes. These purposes may include working capital, strategic acquisitions, expansion of existing assets, and the repayment of debt and other outstanding obligations.

Private Offering Details

The notes will be offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The offer and sale of the notes have not been registered under the Securities Act or any other jurisdiction's securities laws, making them subject to specific resale restrictions.

About Marathon Digital Holdings

Marathon Digital Holdings, Inc. is a global leader in digital asset compute, developing and deploying innovative technologies to support a sustainable and inclusive future. The company secures leading blockchain ledgers and aids in energy transformation by converting clean, stranded, or underutilized energy into economic value.

Forward-Looking Statements

This announcement contains forward-looking statements, including those regarding the completion, size, and timing of the offering, the use of proceeds, and the terms of the notes. These statements are based on current expectations and involve risks and uncertainties. Factors that could cause actual results to differ materially include market conditions and those discussed in MARA’s filings with the SEC.