{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-032039","form_type":"8-K","ticker":"MARA","cik":"0001507605","company_name":"MARA Holdings, Inc.","filed_at":"2023-09-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.140723+00:00","generated_at":"2026-06-10T22:07:19.527869+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Marathon exchanges $417M of 1% convertible notes for ~26.2M new shares","bullets":["Exchanged $417M aggregate principal of 1.00% Convertible Senior Notes due 2026 for ~26.2M newly issued common shares.","After exchange, approximately $331M of notes remain outstanding; Marathon receives no cash proceeds.","Exchange reduces annual interest expense by ~$4.17M but dilutes existing shareholders by ~15% based on pre-exchange shares.","Transaction completed via private negotiated exchange with certain note holders under Section 4(a)(2) of the Securities Act.","Shares priced using September 7, 2023 closing price; final share count subject to adjustment over several days."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-032039","json":"https://secwatch.observer/filing/0001493152-23-032039.json","markdown":"https://secwatch.observer/filing/0001493152-23-032039.md","text":"https://secwatch.observer/filing/0001493152-23-032039.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1507605/000149315223032039/0001493152-23-032039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1507605/000149315223032039/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T22:07:19.527869+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"37704ad1406b9334781d949f5ce84904fb7a7581","claim":"MARA Holdings, Inc. entered into exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 valued at approximately $417 million aggregate principal amount (effective 2023-09-07).","evidence_excerpt":"On September 7, 2023, Marathon Digital Holdings, Inc. (the “Company”) has entered into privately negotiated exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 (the “Notes”) to exchange approximately $417 million aggregate principal amount of the Notes held by such holders (the “Exchanges”) for an aggregate of approximately 26.2 million newly issued shares of Marathon common stock","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1507605/000149315223032039/0001493152-23-032039-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain holders of its 1.00% Convertible Senior Notes due 2026"},{"label":"Value","value":"approximately $417 million aggregate principal amount"},{"label":"Effective","value":"2023-09-07"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}