[8-K] MARA Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Amended Form 6-K corrects a clerical error in the previously filed July 1, 2025 report and restates AGM Group’s current capital structure.

On 25 Jun 2025 the board:

• Cancelled 12,000 Class B shares held by former CTO Yufeng Mi and 30,000 held by Wenjie Tang.
• Issued 1,200,000 new Class B shares to CEO/CSO Bo Zhu for past and future services; no cash was paid.

After these actions the company has 3,174,163 shares outstanding (1,974,163 Class A; 1,200,000 Class B). Class A carries one vote, Class B five votes. Bo Zhu now owns 37.81 % of equity but controls 75.24 % of total voting power.

The dual-class structure makes AGMH a “controlled company” under Nasdaq rules, allowing optional exemptions from certain corporate-governance requirements. No financial results, earnings data or operational updates are included.

Positive

• Corrects previously misstated Class B share count, improving disclosure accuracy.

Negative

• CEO now controls 75.24 % of voting power, heightening governance and minority-rights risk.
• Issuance of 1.2 M Class B shares without cash consideration significantly dilutes public voting influence.

Insights

Corporate Governance Analyst

TL;DR: CEO awarded 1.2 M super-voting shares, gaining 75 % control; minority-holder risk rises.

The amendment fixes disclosure but formalises a substantial governance shift. The 1.2 M non-convertible Class B shares issued for “services” expand total equity by only 36 %, yet voting control consolidates under Bo Zhu (75.24 %). AGMH now qualifies as a Nasdaq “controlled company,” enabling exemptions from board-independence and committee rules. With no performance hurdles or cash consideration, the grant entrenches management and weakens shareholder protections—overall a negative signal for governance-focused investors.

Securities Analyst

TL;DR: Structural—not operational—change; limited near-term financial impact.

The filing involves share-class rebalancing, with negligible effect on aggregate market capitalization because Class B is illiquid and non-transferable. While voting dilution is material, economic dilution is minor (net +1.158 M shares). Unless the market prices a governance discount, valuation impact should be modest. No earnings, cash-flow or guidance metrics were provided, so fundamental forecasts remain unchanged.

false 0001507605 0001507605 2025-07-23 2025-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

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): July 23, 2025

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.)

1010 South Federal Highway, Suite 2700

Hallandale Beach, FL 33009

(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 8.01. Other Events.

Convertible Notes Offering

On July 23, 2025, MARA Holdings, Inc. (the “Company”) issued a press release announcing that it has priced an upsized private offering of $950 million aggregate principal amount of its 0.00% convertible senior notes due 2032. The notes will only be sold 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 Company also granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200 million aggregate principal amount of the notes. The offering is expected to close on July 25, 2025, subject to satisfaction of customary closing conditions.

The Company estimates that the net proceeds of the offering will be approximately $940.5 million (or approximately $1,138.5 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions but before estimated offering expenses payable by the Company. The Company expects to use approximately $18.3 million of the net proceeds from the sale of the notes to repurchase approximately $19.4 million in aggregate principal amount of its 1.00% convertible senior notes due 2026 (the “1.00% 2026 convertible notes”) in privately negotiated transactions with the remainder of the net proceeds to be used to pay the approximately $36.9 million cost of privately negotiated capped call transactions entered into with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions, 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 1.00% 2026 convertible notes.

A copy of the press release announcing the pricing of the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K and the exhibit attached hereto about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of the offering, the anticipated use of such proceeds, including any repurchases of the Company’s existing convertible notes, the completion of the offering and the capped call transactions on the anticipated terms or at all. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and the completion of the offering and the capped call transactions on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2025 and the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 23, 2025, announcing the pricing of the offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025	MARA HOLDINGS, INC.
	By:	/s/ Zabi Nowaid
	Name:	Zabi Nowaid
	Title:	General Counsel

FAQ

What did AGM Group (AGMH) change in this amended Form 6-K?

It corrected the number of Class B shares held by CEO Bo Zhu and restated share cancellations and issuances.

How many new Class B shares were issued to CEO Bo Zhu?

1,200,000 Class B shares were issued on 25 Jun 2025 for past and future services.

What is AGMH’s post-transaction share count?

Total shares: 3,174,163 (1,974,163 Class A; 1,200,000 Class B).

How much voting power does the CEO now hold?

Bo Zhu controls 75.24 % of the company’s aggregate voting power.

Does AGMH now qualify as a Nasdaq “controlled company”?

Yes. With over 50 % voting control held by one individual, AGMH meets the definition and may claim related governance exemptions.