MARA Holdings Files 8-K on Agreements and Equity Sales

TL;DR

MARA filed an 8-K detailing new debt, equity sales, and other material agreements.

AI Summary

On December 4, 2024, MARA Holdings, Inc. (formerly Marathon Digital Holdings, Inc.) filed an 8-K to report the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by MARA Holdings, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• MARA Holdings, Inc. (company) — Filer
• Marathon Digital Holdings, Inc. (company) — Former company name
• Marathon Patent Group, Inc. (company) — Former company name
• American Strategic Minerals Corp (company) — Former company name
• December 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $850 million — mount of notes sold in the offering was $850 million. The Company also granted the Initial P
• $150 million — option to purchase up to an additional $150 million aggregate principal amount of the notes
• $835.1 million — he sale of the notes were approximately $835.1 million after deducting the Initial Purchasers'
• $48 million — he Company expects to use approximately $48 million of the net proceeds from the sale of th
• $51 million — f the notes to repurchase approximately $51 million in aggregate principal amount of its ex
• $1,000 — l conversion rate of 28.9159 shares per $1,000 principal amount of notes (equivalent t
• $34.5830 — itial conversion price of approximately $34.5830 per share of common stock). The convers

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex4-1.htm (EX-4.1) — 956KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-048704.txt ( ) — 1374KB
• mara-20241204.xsd (EX-101.SCH) — 3KB
• mara-20241204_lab.xml (EX-101.LAB) — 33KB
• mara-20241204_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 MARA HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-36555 01-0949984 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 101 NE Third Avenue , Suite 1200 Fort Lauderdale , FL 33301 (Address of principal executive offices and zip code) (800) 804-1690 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock MARA The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry Into a Material Definitive Agreement. Convertible Notes Offering On December 4, 2024, MARA Holdings, Inc. (the "Company") completed its previously announced private offering of 0.00% convertible senior notes due 2031 (the "notes"). The notes were sold under a purchase agreement, dated as of December 2, 2024, entered into by and among the Company and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several initial purchasers named therein (the "Initial Purchasers"), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $850 million. The Company also granted the Initial Purchasers an option to purchase up to an additional $150 million aggregate principal amount of the notes within a 13-day period beginning on, and including, the date on which the notes were first issued. The notes were issued at a price equal to 100% of their principal amount. The net proceeds from the sale of the notes were approximately $835.1 million after deducting the Initial Purchasers' discounts and commissions but before estimated offering expenses payable by the Company. The Company expects to use approximately $48 million of the net proceeds from the sale of the notes to repurchase approximately $51 million in aggregate principal amount of its existing convertible notes due 2026 in privately negotiated transactions entered into contemporaneously with the pricing of the notes, with the remainder of the net proceeds to be used to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment of additional debt and other outstanding obligations. Nothing in this report shall be deemed an offer to purchase the Company's existing convertible notes due 2026. Indenture and the Notes On December 4, 2024, the Company entered into an indenture (the "Indenture") with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The notes are senior unsecured obligations of the Company. The notes will not bear regular interest and the principal amount of the notes will not accrete. The Company may pay special interest, if any, at its election as the sole remedy for failure to comply with its reporting obligations and under certain other circumstances, each pursuant to the Indenture. Special interest, if any, on the notes will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025 (if and to the extent that special interest is then payable on the notes). The notes will mature on June 1, 2031, unless earlier converted, redeemed or repurchased in accordance with their terms. The notes are convertible into shares of the Company's common

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