Bitcoin News
MARA Holdings de-leverages balance sheet through bitcoin sales
The Bitcoin Liquidation
MARA Holdings sold 15,133 bitcoin for $1.1 billion between March 4 and March 25, 2026. The company uses these funds to repurchase $1 billion in face value of its 0.00% convertible senior notes. Specifically, the company entered into private repurchase agreements for $367.5 million in 2030 notes at a price of $322.9 million. It also entered agreements for $633.4 million in 2031 notes at a price of $589.9 million. These transactions capture $88.1 million in value through cash savings because the company buys the notes at a 9% discount to par. This action reduces the company’s outstanding indebtedness and limits future shareholder dilution from the conversion feature. By retiring over $1 billion of face value debt at a discount, the company captures approximately $88 million in value that it otherwise would have lost while leveraging its bitcoin holdings to de-lever the balance sheet on its own terms. This transaction reduces the risk of future shareholder dilution associated with the conversion of these notes.
The initial $850 million offering in December 2024 had a conversion rate of 28.9159 shares per $1,000 principal amount. This conversion price was approximately $34.5830 per share, and it was a 40.0% premium over the market price of $24.7022. The $1 billion offering in November 2024 had an initial conversion price of approximately $25.9133 per share, which was a 42.5% premium over the market price of $18.1848.
Debt and Dilution
The debt reduction strategy significantly changes the company’s capital structure. Before these March 2026 repurchases, the company held $3,298,077,000 in aggregate principal amount of convertible note indebtedness. After the transactions, the total outstanding convertible debt is $2,297,201,000. This 30% reduction in convertible indebtedness provides the company with increased financial flexibility. The company’s remaining convertible debt includes $632,540,000 in 2030 notes and $291,584,000 in 2031 notes. It also maintains $48,077,000 in 1.00% convertible senior notes due 2026 and $300,000,000 in 2.125% convertible senior notes due 2031. The company also holds $1,025,000,000 in 0.00% convertible senior notes due 2032.
| Note Type | Amount Outstanding (Dec 31, 2025) | Amount Outstanding (Post-Repurchase) |
|---|---|---|
| 0.00% Notes due 2030 | $1,000,000,000 | $632,540,000 |
| 0.00% Notes due 2031 | $925,000,000 | $291,584,000 |
| 1.00% Notes due 2026 | $48,077,000 | $48,077,000 |
| 2.125% Notes due 2031 | $300,000,000 | $300,000,000 |
| 0.00% Notes due 2032 | $1,025,000,000 | $1,025,000,000 |
| Total | $3,298,077,000 | $2,297,201,000 |
The company previously managed similar debt through note offerings in 2024. An $850 million offering of 0.00% convertible senior notes due 2031 had a net proceeding of approximately $835.1 million. The company used $48 million of those funds to repurchase $51 million in aggregate principal amount of its existing 2026 convertible notes. A separate $1 billion offering of 0.00% convertible senior notes due 2030 had net proceeds of approximately $980 million. MARA used $199 million of those proceeds to repurchase $212 million in aggregate principal amount of its existing 2026 convertible notes.
Treasury Management
The company uses its bitcoin treasury to manage capital needs and debt. During the first half of 2026, MARA sold 23,093 bitcoin for $1.6 billion. This follows a policy update in a 10-K filing that allows the sale of bitcoin held in treasury reserves beginning in 2026. Previously, the company only permitted the sale of bitcoin generated from operations. In 2025, the company’s bitcoin management strategy faced several challenges. The lending segment recorded a loss of $86.3 million after accounting for the price decline of bitcoin, even though the segment generated $32.1 million in interest income. The trading segment recorded a loss of $69.1 million for the same year. Furthermore, the company reported a $422.2 million decrease in the fair value of its bitcoin holdings during 2025. Management also placed 2,000 BTC into a managed account with Two Prime in the second quarter, which produced a $22.1 million net trading loss. The company withdrew 1,777 BTC from that mandate in December. You should note that the company mined 8,799 BTC in 2025, which is lower than the 9,430 BTC mined in 2024. This production decline coincided with greater balance-sheet exposure to price volatility.
Capital Structure and Market Response
The economics of the 2026 strategy depend on the price of bitcoin and the cost of debt. MARA remains the second-largest public bitcoin holder behind Strategy, with 53,822 BTC held as of December 31, 2025. The company also uses collateralized borrowing to manage its capital structure. As of December 31, 2025, the company pledged 5,938 BTC to secure $350 million in credit facilities. This collateral was valued at roughly $519.6 million when the price of bitcoin was above $87,000. While the company targets long-term growth through these moves, investors remain cautious. When the company first announced its 2024 note offerings, the stock fell 4.5% because of concerns regarding leverage and dilution. The company reported revenues of $252.41 million in its last reported quarter, and this figure was a 91.7% increase from the same period a year ago. However, the company also reported a net loss of $1.31 billion for 2025. This net loss resulted in a negative net margin of -429.71%. How long can the bitcoin price support this level of debt repayment? The restructuring plan works.
