0.00% convertible senior notes due 2032
Note · MARA Holdings, Inc.
Reference: 0.00% convertible senior notes due 2032
- Original principal
- USD 950,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Aug 1, 2032
Last reported interest terms: 0% Reported 2025-07-28 Later filings may not restate these terms; this does not confirm they still apply.
Covenant terms for this agreement are not yet verified.
Documents and filing history
- Issuance · 8-K · 2025-07-28 — FORM 8-K
-
Issuance
· 2025-07-25
Original principal USD 950,000,000 Exact source document
Parent 8-K filing · 2025-07-28
On July 25, 2025, MARA Holdings, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2032 (the “notes”). The notes were sold under a purchase agreement, dated as of July 23, 2025, entered into by and among the Company and Morgan Stanley & Co. LLC., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $950 million. The Company also granted the Initial Purchasers an option to purchase up to an additional $200 million aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes were first issued.
Issuer evidence: On July 25, 2025, MARA Holdings, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2032 (the “notes”). The notes were sold under a purchase agreement, dated as of July 23, 2025, entered into by and among the Company and Morgan Stanley & Co. LLC., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $950 million. The Company also granted the Initial Purchasers an option to purchase up to an additional $200 million aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes were first issued.
Supporting evidence: On July 25, 2025, the Company entered into an indenture (the “Indenture”) with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The notes are senior unsecured obligations of the Company. The notes will not bear regular interest and the principal amount of the notes will not accrete. The Company may pay special interest, if any, at its election as the sole remedy for failure to comply with its reporting obligations and under certain other circumstances, each pursuant to the Indenture. Special interest, if any, on the notes will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026 (if and to the extent that special interest is then payable on the notes). The notes will mature on August 1, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms.
Supporting evidence: On July 25, 2025, MARA Holdings, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2032 (the “notes”). The notes were sold under a purchase agreement, dated as of July 23, 2025, entered into by and among the Company and Morgan Stanley & Co. LLC., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of notes sold in the offering was $950 million. The Company also granted the Initial Purchasers an option to purchase up to an additional $200 million aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes were first issued.