MARA Holdings
$MARA$2B ATM Equity Program — Neutral to BTC Per Share at Current mNAV
MARA filed a prospectus supplement establishing a new $2 billion at-the-market equity offering program. Proceeds designated for general corporate purposes, including Bitcoin acquisition. This replaces the company's prior ATM facility.
Key Terms
BTC Impact Analysis
At current mNAV of ~1.0x, this ATM is roughly neutral to BTC per share. Accretion depends entirely on execution discipline — deploying capital only when mNAV > 1.0x. Investors should watch the pace and timing of draws against BTC price, not just the headline size.
Full Analysis
Filing Overview
MARA Holdings filed a prospectus supplement on February 20, 2026, establishing a new $2 billion at-the-market equity offering program through B. Riley Securities and Cantor Fitzgerald as sales agents. The filing replaces MARA's prior ATM facility, which had approximately $200M remaining.
What the Filing Actually Says
The proceeds are designated for "general corporate purposes, including the acquisition of bitcoin." This is standard language for Bitcoin treasury companies — it gives management full discretion on timing and deployment. There are no minimum purchase commitments or timeline requirements.
The Math Investors Should Run
At MARA's current share price and approximately 310 million shares outstanding, full utilization of the $2B ATM would result in approximately 8.2% dilution. At current BTC prices (~$97,000), full deployment into Bitcoin would add roughly 20,619 BTC to MARA's treasury.
The critical question is whether this is accretive or dilutive to existing shareholders. At MARA's current mNAV of approximately 1.0x, ATM issuance is roughly neutral — each new share sold contributes approximately the same BTC value it dilutes. Accretion only occurs when shares are sold at mNAV premiums above 1.0x.
What IR Should Be Communicating
MARA's press release focused on the headline number without providing the accretion framework investors need. A best-in-class IR communication for this filing would include:
- The current mNAV and what premium threshold makes ATM draws accretive
- Management's stated discipline around when and how they'll draw on the facility
- Historical ATM execution data showing past timing relative to mNAV
- The impact on BTC per share under various deployment scenarios
Without this context, the market's default reaction to any ATM announcement is to sell — because dilution is the only part of the story retail investors understand.