Mara Holdings Inc.

03/26/2026 | Press release | Distributed by Public on 03/26/2026 06:10

Material Event (Form 8-K)

Item 8.01 Other Events.

On March 25, 2026, MARA Holdings, Inc. (the "Company") entered into individual, privately negotiated repurchase agreements with certain holders of its outstanding 0.00% Convertible Senior Notes due 2030 (the "2030 Notes") and 0.00% Convertible Senior Notes due 2031 (the "2031 Notes" and, together with the 2030 Notes, the "Notes") to repurchase approximately $367.5 million in aggregate principal amount of the 2030 Notes for an aggregate cash repurchase price of approximately $322.9 million and approximately $633.4 million in aggregate principal amount of the 2031 Notes for an aggregate cash repurchase price of approximately $589.9 million (the "notes repurchase transactions"). The repurchases of the 2030 Notes and the 2031 Notes are expected to close on March 30, 2026 and March 31, 2026, respectively, subject to the satisfaction of customary closing conditions.

Between March 4 and March 25, 2026, the Company sold 15,133 bitcoin for an aggregate sale price of approximately $1.1 billion. The Company expects to use the proceeds from the bitcoin sales to fund the notes repurchase transactions, with the remainder available for general corporate purposes.

The following table presents the Company's aggregate principal amount of convertible note indebtedness as of December 31, 2025 before and after giving effect to the notes repurchase transactions.

Convertible Notes Amount outstanding as of
December 31, 2025
Amount outstanding after giving effect to the notes repurchase transactions
2030 Notes $1,000,000,000 $632,540,000
2031 Notes $925,000,000 $291,584,000
1.00% Convertible Senior Notes due 2026 $48,077,000 $48,077,000
2.125% Convertible Senior Notes due 2031 $300,000,000 $300,000,000
0.00% Convertible Senior Notes due 2032 $1,025,000,000 $1,025,000,000
Total $3,298,077,000 $2,297,201,000
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