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MARA · MARA Holdings, Inc. · Debt

Track MARA — free
$7.96 +0.48 (+6.35%)
Market Cap
$2.89B
Shares
386.30M
Volume · Oct 21 23.17M Avg daily vol (3M) 45.15M

Debt Profile

Reported borrowing balances, repayment dates and agreement terms, with links to the underlying filings.

Reported debt balances

Each amount keeps its reported scope. Related balance-sheet measures appear under the borrowing they describe.

Reported balanceAs ofAmountSource
Finance lease liabilities 2026-06-30 USD 4,106,000 10-Q filed 2026-08-06
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Current finance lease liabilities
USD 178,000
Noncurrent finance lease liabilities
USD 3,928,000
Long-term debt, including current maturities 2026-06-30 USD 2,417,749,000 10-Q filed 2026-08-06
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Current portion of line of credit borrowings
USD 150,000,000
Current portion of long-term debt
USD 485,397,000
Current portion of notes payable
USD 335,397,000
Noncurrent debt carrying amount
USD 1,932,352,000
Noncurrent notes payable
USD 1,932,352,000
Operating lease liabilities 2026-06-30 USD 44,104,000 10-Q filed 2026-08-06
Related accounting measures — not additional borrowing

Carrying amounts can reflect issuance costs or discounts. Differences between these measures are not necessarily repayments due within a year.

Current operating lease liabilities
USD 3,338,000
Noncurrent operating lease liabilities
USD 40,766,000
Instrument and agreement coverage is incomplete. Additional filings are awaiting review.
1 filing has incomplete source or extraction coverage. Verified observations are shown; missing observations do not establish that debt was unchanged.

Covenants

Some sections could not be verified in 1 agreement document. Other restrictions or tests may apply.

Verified tests, triggers and restrictions appear with each agreement below. A verified term does not establish current compliance.

Loans, facilities and notes

0.00% convertible senior notes due 2032

Note · MARA Holdings, Inc.

Reference: 0.00% convertible senior notes due 2032

Active
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
  1. 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.

0.00% Convertible Senior Notes due 2032

Note · MARA Holdings, Inc.

Reference: 0.00% Convertible Senior Notes due 2032

Active
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.

Verified covenant terms

  • Section 14.07(c) · shall not become a party to any Share Exchange Event The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07. Applies to every series under this agreement Section 14.07*. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.
    Full wording and supporting evidence
    Source evidence: (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • Fundamental Change · Upon the occurrence of a Fundamental Change Upon the occurrence of a Fundamental Change prior to the Maturity Date, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes [FORM OF REVERSE OF NOTE]
    Full wording and supporting evidence
    Source evidence: Upon the occurrence of a Fundamental Change prior to the Maturity Date, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”), initially in an aggregate principal amount not to exceed $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
    Target identity evidence: the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”)
    Target identity evidence: designated as its 0.00% Convertible Senior Notes due 2032 (the “**Notes**”)
  • Section 4.08 · Compliance Certificate; Statements as to Defaults The Company shall deliver to the Trustee within 120 days after the end of each fiscal year Applies to every series under this agreement Section 4.08. *Compliance Certificate; Statements as to Defaults.*
    Full wording and supporting evidence
    Source evidence: Section 4.08. *Compliance Certificate; Statements as to Defaults.* The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2025) an Officer’s Certificate stating whether the signer thereof has knowledge of any Default or Event of Default that has occurred and, if so, specifying each such Default or Event of Default and the nature thereof.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • In addition, the Company shall deliver to the Trustee · In addition, the Company shall deliver to the Trustee the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default Applies to every series under this agreement Exceptions: no such Officer’s Certificate shall be required if such Event of Default or Default has been cured or waived before the date the Company is required to deliver such Officer’s Certificate Section 4.08. *Compliance Certificate; Statements as to Defaults.*
    Full wording and supporting evidence
    Source evidence: In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof; *provided* that no such Officer’s Certificate shall be required if such Event of Default or Default has been cured or waived before the date the Company is required to deliver such Officer’s Certificate.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (b) · Rule 144A Information Requirement and Annual Reports The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission Applies to every series under this agreement Exceptions: excluding any information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission Section 4.06*. Rule 144A Information Requirement and Annual Reports.*
    Full wording and supporting evidence
    Source evidence: (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act and other relief granted by the Commission), copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (a) · Rule 144A Information Requirement and Annual Reports the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof Applies to every series under this agreement Section 4.06*. Rule 144A Information Requirement and Annual Reports.*
    Full wording and supporting evidence
    Source evidence: (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request by a Holder, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (i) · an involuntary case or other proceeding shall be commenced against the Company an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization or other relief Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (i) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (g) · default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument Applies to every series under this agreement Metric: indebtedness for money borrowed Stated threshold: 50000000 $ Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (g) default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period, if such acceleration shall not have been rescinded or annulled or such failure to pay or default is not cured or waived, or such acceleration is not rescinded, within 30 days after written notice to the Company and the Trustee by either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (a) · default in any payment of Special Interest default in any payment of Special Interest on any Note when due and payable Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (a) default in any payment of Special Interest on any Note when due and payable, and the default continues for a period of 30 days;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (b) · default in the payment of principal of any Note default in the payment of principal of any Note when due and payable on the Maturity Date Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (f) · failure by the Company for 60 days after written notice failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company and the Trustee to comply with any of its other agreements Applies to every series under this agreement Exceptions: other than a default set forth in paragraphs (a), (b), (c), (d) or (e) above Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company and the Trustee to comply with any of its other agreements contained in the Notes or this Indenture (other than a default set forth in paragraphs (a), (b), (c), (d) or (e) above);
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (c) · failure by the Company to comply with its obligation to convert the Notes failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for a period of five Business Days;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (e) · failure by the Company to comply with its obligations under Article 11 failure by the Company to comply with its obligations under Article 11; Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (e) failure by the Company to comply with its obligations under Article 11;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (d) · failure by the Company to issue a Fundamental Change Company Notice failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a Make-Whole Fundamental Change in accordance with Section 14.03(b) or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), and, in each case, such failure continues for five days;
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • Section 6.02 · Acceleration; Rescission and Annulment may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately Applies to every series under this agreement Section 6.02. *Acceleration; Rescission and Annulment*.
    Full wording and supporting evidence
    Source evidence: If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • (h) · the Company or any Significant Subsidiary shall commence a voluntary case the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief Applies to every series under this agreement Section 6.01*. Events of Default.*
    Full wording and supporting evidence
    Source evidence: (h) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
  • Section 6.03 · sole remedy for an Event of Default the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default Exceptions: in no event shall the rate of any such Special Interest payable under this Section 6.03, when taken together with any such Special Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, accrue at a rate in excess of 0.50% per annum on any Note, regardless of the number of events or circumstances giving rise to the requirement to pay such Special Interest. Section 6.03. *Special Interest*.
    Full wording and supporting evidence
    Source evidence: Section 6.03. *Special Interest*. Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed), consist exclusively of the right to receive Special Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180-day period on which such Event of Default is continuing beginning on, and including the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the period from, and including, the 181st day after the occurrence of such Event of Default to, and including, the 360th day after the occurrence of such Event of Default, during which such Event of Default is continuing. Special Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Special Interest payable pursuant to Section 4.06(d) or Section 4.06(e); *provided*, *however*, that in no event shall the rate of any such Special Interest payable under this Section 6.03, when taken together with any such Special Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, accrue at a rate in excess of 0.50% per annum on any Note, regardless of the number of events or circumstances giving rise to the requirement to pay such Special Interest.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”), initially in an aggregate principal amount not to exceed $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
    Target identity evidence: the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”)
    Target identity evidence: designated as its 0.00% Convertible Senior Notes due 2032 (the “**Notes**”)
  • Section 4.01 · Payment of Principal and Special Interest The Company covenants and agrees that it will cause to be paid the principal Applies to every series under this agreement Section 4.01*. Payment of Principal and Special Interest.*
    Full wording and supporting evidence
    Source evidence: Section 4.01*. Payment of Principal and Special Interest.* The Company covenants and agrees that it will cause to be paid the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Target identity evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer
    Target identity evidence: MARA HOLDINGS, INC.
Documents and filing history
  1. Issuance · 2025-07-28 Exact source document Parent 8-K filing · 2025-07-28
    WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”), initially in an aggregate principal amount not to exceed $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
    Issuer evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Supporting evidence: 0.00% Convertible Senior Notes due 2032
    Supporting evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”), initially in an aggregate principal amount not to exceed $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
    Supporting evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032, (the “**Notes**”), initially in an aggregate principal amount not to exceed $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and
  2. Issuance · 2025-07-28 Original principal USD 950,000,000 Exact source document Parent 8-K filing · 2025-07-28
    This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.00% Convertible Senior Notes due 2032 (the “**Notes**”), limited to the aggregate principal amount of $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), all issued or to be issued under and pursuant to an Indenture dated as of July 25, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
    Issuer evidence: INDENTURE dated as of July 25, 2025 between MARA HOLDINGS, INC., a Nevada corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).
    Supporting evidence: MARA Holdings, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “**Company**,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]^2^ [\_\_\_\_\_\_\_]^3^, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]^4^ [of $[\_\_\_\_\_\_\_]]^5^, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $950,000,000 in aggregate at any time (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement) in accordance with the rules and procedures of the Depositary, on August 1, 2032, and Special Interest, if any, thereon as set forth below.
    Supporting evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.00% Convertible Senior Notes due 2032 (the “**Notes**”), limited to the aggregate principal amount of $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), all issued or to be issued under and pursuant to an Indenture dated as of July 25, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
    Supporting evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.00% Convertible Senior Notes due 2032 (the “**Notes**”), limited to the aggregate principal amount of $950,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), all issued or to be issued under and pursuant to an Indenture dated as of July 25, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
Key facts CIK 1507605 CUSIP 565788106 13F (30d) 49 filings 47 filers Visit website Investor relations