Mara Holdings is planning to raise up to $1 billion through a private offering of zero-interest convertible senior notes due 2032, targeting qualified institutional buyers, with initial offerings of $850 million and an option for an additional $150 million.

This strategic move signifies a notable shift in the crypto industry, reflecting growing institutional confidence in Bitcoin and the integration of digital assets into traditional corporate finance.

The notes will be convertible into cash, shares of common stock, or a combination, with the conversion price based on the stock's volume weighted average price during a specified trading period, and they will be unsecured obligations that do not accrue interest.

While the notes are designed to minimize immediate shareholder dilution through potential conversion into company shares, there are risks including Bitcoin's price volatility and possible dilution upon conversion.

Mara's approach aims to provide exposure to Bitcoin's appreciation, mitigate mining profitability volatility, and strengthen its balance sheet, aligning with its long-term Bitcoin investment strategy.

The company recently reported a record Bitcoin mining output of 950 BTC in May 2025, increasing its holdings to 50,000 BTC, valued at approximately $5.9 billion, and operating with a capacity exceeding 57 exahash per second.

This capital raise supports Mara's broader strategy, which includes plans to reach 75 EH/s in mining capacity and a record annualized revenue exceeding $752 million.

Following the announcement, Mara's stock price dropped over 10% to $17.80 per share, though it remains up more than 25% over the past month, reflecting market reactions to the fundraising.

If successful, this innovative financing model could inspire other crypto miners to adopt similar strategies, potentially increasing Bitcoin liquidity and reinforcing its legitimacy as a corporate treasury asset.

To offset potential dilution and cash payments exceeding principal value upon conversion, Mara plans to enter capped call transactions, a common hedge in convertible debt deals.

While convertible debt financing can accelerate growth, it introduces market risk and requires careful financial planning to balance cryptocurrency investments with traditional assets.

This initiative underscores Mara's belief in Bitcoin's long-term value, as the company continues to expand its Bitcoin reserves and leverage innovative financial strategies to enhance shareholder returns.

Mara's 'HODL' strategy involves retaining its Bitcoin holdings rather than selling newly mined coins, which supports its long-term investment outlook amid rising mining difficulty and increasing production.