---
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"
generated_at: "2026-06-10T22:07:19.527869+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Marathon exchanges $417M of 1% convertible notes for ~26.2M new shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-032039
- JSON: https://secwatch.observer/filing/0001493152-23-032039.json
- Plain text: https://secwatch.observer/filing/0001493152-23-032039.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain holders of its 1.00% Convertible Senior Notes due 2026
  - Value: approximately $417 million aggregate principal amount
  - Effective: 2023-09-07
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223032039/0001493152-23-032039-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.