MARA prices $950M zero-coupon convertible notes due 2032; upsized with $200M greenshoe option

MARA Holdings, Inc.

$950M aggregate principal of 0.00% convertible senior notes due 2032 priced; initial purchasers have $200M option.
Net proceeds ~$940.5M ($1,138.5M with greenshoe); ~$18.3M to repurchase $19.4M of existing 1% 2026 notes.
$36.9M for capped call transactions; initial cap price ~$24.14 (40% premium over $17.24 VWAP).
Remainder for additional bitcoin acquisition, working capital, strategic acquisitions, and debt repayment.
Offering expected to close July 25, 2025; notes convertible into cash/stock at MARA's election.

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