MARA Holdings, Inc.MARA
MARA Holdings, Inc. Debt Disclosure
DEBT
The net carrying value of the Company’s outstanding debt as of December 31, 2025 and December 31, 2024, consisted of the following:
| (in thousands) | December 31, 2025 | December 31, 2024 | ||||||||||||
| December 2026 Notes | $ | 48,077 | $ | 67,492 | ||||||||||
| September 2031 Notes | 300,000 | 300,000 | ||||||||||||
| March 2030 Notes | 1,000,000 | 1,000,000 | ||||||||||||
| June 2031 Notes | 925,000 | 925,000 | ||||||||||||
August 2032 Notes | 1,025,000 | — | ||||||||||||
| Line of credit | 350,000 | 200,000 | ||||||||||||
| Total debt | 3,648,077 | 2,492,492 | ||||||||||||
Less: unamortized original issue discount and debt issuance costs | (48,150) | (45,914) | ||||||||||||
Total debt less unamortized original issue discount and debt issuance costs | 3,599,927 | 2,446,578 | ||||||||||||
Less: current portion of long-term debt | (397,845) | — | ||||||||||||
| Total long-term debt | $ | 3,202,082 | $ | 2,446,578 | ||||||||||
As of December 31, 2025, the Company had $350.0 million outstanding under its Line of Credit, with periodic maturities due within the next twelve months. In addition, $48.1 million of the remaining principal of the December 2026 Notes is due within the next twelve months. The Company has historically accessed capital markets, refinanced existing debt and issued new debt; however, such financing may not always be available. As of December 31, 2025, the Company believes it has sufficient liquid resources, including cash and cash equivalents of $547.1 million and the fair value of the Company’s bitcoin holdings of $4.7 billion, to meet its current obligations.
Convertible Senior Notes
The Company issued the following convertible notes (collectively, the “Convertible Notes”) in private offerings:
•$1.025 billion aggregate principal amount of 0.0% Convertible Senior Notes due 2032 (the “August 2032 Notes”)
•$925.0 million aggregate principal amount of 0.0% Convertible Senior Notes due 2031 (the “June 2031 Notes”)
•$1.0 billion aggregate principal amount of 0.0% Convertible Senior Notes due 2030 (the “March 2030 Notes”)
•$300.0 million aggregate principal amount of 2.125% Convertible Senior Notes due 2031 (the “September 2031 Notes”)
•$747.5 million aggregate principal amount of 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”)
The following table summarizes the key terms of each of the Convertible Notes:
December 2026 | September 2031 | March 2030 | June 2031 | August 2032 | ||||||||||||||||||||||||||||
| Issuance Date | November 2021 | August 2024 | November 2024 | December 2024 | July 2025 | |||||||||||||||||||||||||||
| Maturity Date | December 1, 2026 | September 1, 2031 | March 1, 2030 | June 1, 2031 | August 1, 2032 | |||||||||||||||||||||||||||
Remaining Principal (in thousands) | $ | 48,077 | $ | 300,000 | $ | 1,000,000 | $ | 925,000 | $ | 1,025,000 | ||||||||||||||||||||||
| Stated Interest Rate | 1.0 | % | 2.125 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||||||
| Interest Payment Dates | June 1 & December 1 | March 1 & September 1 | March 1 & September 1 | June 1 & December 1 | February 1 & August 1 | |||||||||||||||||||||||||||
Net Proceeds (1) (in thousands) | $ | 728,082 | $ | 291,595 | $ | 979,176 | $ | 907,908 | $ | 1,014,022 | ||||||||||||||||||||||
| Effective Interest Rate | 1.0 | % | 2.6 | % | 0.4 | % | 0.3 | % | 0.1 | % | ||||||||||||||||||||||
Date of Holder Put Option (2) | N/A | March 1, 2029 | December 1, 2027 | June 4, 2027 and June 4, 2029 | January 4, 2030 | |||||||||||||||||||||||||||
| Initial Conversion Rate | 13.1277 | 52.9451 | 38.5902 | 28.9159 | 49.3619 | |||||||||||||||||||||||||||
| Initial Conversion Price | $ | 76.17 | $ | 18.89 | $ | 25.91 | $ | 34.58 | $ | 20.26 | ||||||||||||||||||||||
| Share Principal Price | $ | 1,000 | $ | 1,000 | $ | 1,000 | $ | 1,000 | $ | 1,000 | ||||||||||||||||||||||
(1) Net proceeds are net of customary offering expenses associated with the issuance of each of the Convertible Notes (the “issuance costs”) at the time of issuance. The Company accounts for these issuance costs as a reduction to the principal amount and amortizes the issuance costs to interest expense from the respective debt issuance date through the Maturity Date, on the Consolidated Statements of Operations.
(2) Date of Holder Put Option represents the dates upon which noteholders of the applicable Convertible Notes may require the Company to repurchase for cash all and any portion of their respective Notes at a repurchase price equal to 100% of the principal amount of such Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the repurchase date.
Issuance of the August 2032 Notes
On July 25, 2025, the Company issued $950.0 million principal of the August 2032 Notes. On August 8, 2025, the initial purchasers purchased an additional $75.0 million principal of the August 2032 Notes, bringing the aggregate principal amount of $1.025 billion. The August 2032 Notes were issued pursuant to, and governed by, an indenture (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The August 2032 Notes are senior unsecured obligations of the Company and do not bear regular interest. The August 2032 Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased in accordance with their terms. The August 2032 Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 49.3619 shares per $1,000 principal amount of August 2032 Notes, which represents an initial conversion rate price of approximately $20.2585 per share of common stock. The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its August 2032 Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided by the Indenture.
Prior to May 1, 2032, the August 2032 Notes are convertible only upon the occurrence of certain events. On or after May 1, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date of the August 2032 Notes, holders may convert the August 2032 Notes at any time. Upon conversion of the August 2032 Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.
Prior to January 15, 2030, the Company may not redeem the August 2032 Notes. The Company may redeem for cash all or any portion of the August 2032 Notes, at its option, on or after January 15, 2030, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the August 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Holders have the right to require the Company to repurchase for cash all or any portion of their August 2032 Notes on January 4, 2030 at a repurchase price equal to 100% of the principal amount of the August 2032 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date, if the last reported sale price of the Company’s common stock on the second trading day immediately preceding the repurchase date is less than the conversion price. In addition, if the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their August 2032 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the August 2032 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding August 2032 Notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the August 2032 Notes to be due and payable.
December 2026 Notes Partial Extinguishment of Debt
On July 25, 2025, in connection with the issuance of the August 2032 Notes, the Company entered into a privately negotiated purchase agreement with certain holders of its December 2026 Notes to repurchase approximately $19.4 million principal amount of the December 2026 Notes. This repurchase is treated as an extinguishment of debt. The Company recorded a $1.0 million gain on extinguishment of debt based on the carrying value of the December 2026 Notes, cash paid and related transaction costs on the Consolidated Statements of Operations.
The Company may, from time to time, seek to repurchase additional notes prior to the maturity date, whether through privately negotiated purchases, open market purchases, or otherwise.
Capped Calls
On July 23, 2025, in connection with the pricing of the August 2032 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers or their respective affiliates and certain financial institutions at an aggregate cost of approximately $39.8 million.
The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those of the August 2032 Notes, the aggregate number of shares of the Company’s common stock initially underlying the August 2032 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the August 2032 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the August 2032 Notes the trading price of the Company’s common stock price exceeds the conversion price of the August 2032 Notes. The Capped Calls have a strike price of $20.26 per share and an initial cap price of $24.14 per share and are subject to certain adjustments under the terms of the Capped Calls.
The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in capital within stockholders’ equity.
Line of Credit
In October 2024, the Company secured lines of credit (collectively, the “Original Line of Credit”) with two counterparties for a total of $200.0 million, collateralized by 4,499 bitcoin. The Original Line of Credit, as amended in February 2025, bears interest at a rate of 10.5% per annum, with maturity dates beginning in 2026. The Company drew $200.0 million from the Original Line of Credit in October 2024 and concurrently transferred bitcoin to the counterparties as collateral at a fair value, at the time of transfer, of $284.8 million.
In March 2025, the Company secured a second line of credit (the “New Line of Credit” and together with the Original Line of Credit, the “Line of Credit”) with a new counterparty for a total of $150.0 million, collateralized by 3,250 bitcoin. The New Line of Credit bears interest at a rate of 8.85% per annum and has a maturity date of March 2026. The Company drew $150.0 million from the New Line of Credit in March 2025 and concurrently transferred bitcoin to the counterparty as collateral for a fair value, at the time of transfer, of $269.5 million.
As of December 31, 2025, the aggregate outstanding balance on the Line of Credit was $350.0 million, and 5,938 bitcoin remained collateralized. The Line of Credit includes provisions requiring the collateral to be balanced against the outstanding borrowings. If the value of the collateral securing our borrowings fluctuates below or above a set threshold, the Company will be required to contribute additional collateral, or may withdraw excess collateral, as applicable, to maintain the agreed-upon level.
The following table summarizes the Company’s remaining principal repayments on outstanding debt as of December 31, 2025:
| Year | Remaining Payments (in thousands) | |||||||
| 2026 | $ | 398,077 | ||||||
| 2027 | — | |||||||
| 2028 | — | |||||||
| 2029 | — | |||||||
| 2030 | 1,000,000 | |||||||
| Thereafter | 2,250,000 | |||||||
| Total | $ | 3,648,077 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2019 | Mar 24, 2020 | |
| 2018 | Mar 25, 2019 | |
| 2017 | Apr 16, 2018 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.