MARA Holdings, Inc. 8-K

What Happened
MARA Holdings, Inc. announced that on March 25, 2026 it entered into privately negotiated repurchase agreements to buy back portions of its zero-coupon convertible notes. The company agreed to repurchase approximately $367.5 million principal of its 0.00% Convertible Senior Notes due 2030 for an aggregate cash price of about $322.9 million, and approximately $633.4 million principal of its 0.00% Convertible Senior Notes due 2031 for an aggregate cash price of about $589.9 million. The repurchases are expected to close on March 30, 2026 (2030 Notes) and March 31, 2026 (2031 Notes), subject to customary closing conditions. To fund the transactions, MARA sold 15,133 bitcoin between March 4 and March 25, 2026 for an aggregate sale price of approximately $1.1 billion; remaining proceeds will be used for general corporate purposes.

Key Details

• Repurchase agreements entered: March 25, 2026; expected closings March 30 (2030 notes) and March 31, 2026 (2031 notes).
• 2030 Notes: ~$367.5M principal repurchased for ~$322.9M cash. Outstanding 2030 principal falls from $1,000,000,000 to $632,540,000.
• 2031 Notes: ~$633.4M principal repurchased for ~$589.9M cash. Outstanding 2031 principal falls from $925,000,000 to $291,584,000.
• Bitcoin sales: 15,133 BTC sold between March 4–25, 2026 for ≈$1.1B to fund the repurchases.
• Aggregate convertible note indebtedness (Dec 31, 2025) before and after repurchases: Total from $3,298,077,000 to $2,297,201,000 (other outstanding notes unchanged).

Why It Matters
This action materially reduces MARA’s outstanding 2030 and 2031 zero-coupon convertible debt, lowering convertible principal by roughly $1.0 billion and reducing potential future dilution tied to those notes. Funding the buybacks with bitcoin sales shows the company is using digital-asset proceeds to manage liabilities and cash needs. The repurchases remain subject to customary closing conditions and the filing contains forward-looking statements regarding completion and final cash prices; investors should note closings are not guaranteed.