MARA Holdings Bets Big: $1 Billion Debt Sale to Double Down on Bitcoin

Wall Street meets crypto maximalism—MARA Holdings just greenlit a $1 billion debt offering to go all-in on Bitcoin. Because nothing says 'prudent risk management' like levering up to buy volatile assets at all-time highs.

### The Play: Debt-Fueled BTC Accumulation

MARA's move mirrors MicroStrategy's playbook—issuing corporate debt to bypass equity dilution while stacking sats. The billion-dollar raise suggests institutional FOMO is alive and well, even after 2024's regulatory crackdowns.

### Why This Hurts TradFi Purists

Bondholders get fixed coupons while MARA chases asymmetric upside. A win-win? Only if Bitcoin doesn't pull a 2022. The CFO's pitch deck probably had one slide: 'BTC to moon or bust.'

### The Bottom Line

When legacy finance tools fund decentralized dreams, the irony writes itself. Either MARA's treasury becomes a case study—or a cautionary tale.

TLDR

• MARA Holdings plans to raise up to $1 billion through zero-interest convertible notes due 2032
• $850 million will be offered initially with an option for an additional $150 million
• Up to $50 million will be used to repurchase existing debt due 2026
• Remaining funds will be used for Bitcoin purchases and general corporate purposes
• MARA currently holds 50,000 BTC, making it the second-largest corporate Bitcoin holder

MARA Holdings announced plans to raise up to $1 billion through convertible notes to fund Bitcoin purchases and corporate operations. The crypto mining company will offer $850 million in zero-interest convertible senior notes due 2032.

$MARA raised $950 Million in 0% interest cash with the potential to raise an additional $200 Million 👀

$1.150 Billion is a LOT of interest free fiat that will go towards growing their $BTC Treasury pic.twitter.com/HDuEn59LiW

— Cryptoklepto (@CK_Cryptoklepto) July 24, 2025

The company will grant buyers an option to purchase an additional $150 million in principal. This could bring the total offering to $1 billion if fully exercised.

The notes will be offered to qualified institutional buyers through a private placement. They carry no regular interest and will be senior unsecured obligations of MARA.

MARA expects to use up to $50 million of proceeds to repurchase part of its existing convertible notes due 2026. The remaining funds will go toward bitcoin acquisitions, capped call transactions, and general corporate purposes.

Bitcoin Treasury Strategy Continues

The announcement follows MARA’s recent completion of a minority acquisition of Two Prime. Two Prime is an institutional investment adviser managing $1.75 billion in assets.

MARA currently holds 50,000 BTC in its corporate treasury. This makes the company the second-largest corporate Bitcoin holder after MicroStrategy’s 607,000 BTC.

The company’s Bitcoin mining revenue reached a new all-time high in May. Annualized mining revenue exceeded $752 million during that period.

MARA increased its BTC production by 35% in May despite growing mining difficulty. The company maintained strong output as network hashrate continued rising.

Debt Structure and Terms

The convertible notes will be convertible into cash, MARA stock, or a combination of both. Conversion will be subject to specific conditions outlined in the offering terms.

The offering remains subject to market and other conditions. There is no guarantee the deal will close or on what specific terms.

MARA stated the notes will help fund the costs of capped call transactions. These transactions are typically used to reduce potential dilution from note conversions.

The zero-coupon structure means MARA will not pay regular interest on the debt. Investors will receive returns primarily through potential conversion to equity or appreciation.

The 2032 maturity date gives MARA eight years to execute its Bitcoin accumulation strategy. This extended timeline aligns with the company’s long-term treasury approach.

MARA previously announced plans to sell up to $2 billion in stock for Bitcoin purchases. The company filed with regulators for the ability to issue shares “from time to time” through major institutional investors.