Cipher Digital Inc. announced on October 14, 2026, the pricing of a private offering of $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032. The notes are being offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The settlement of the offering is scheduled for October 16, 2026.
The company granted the initial purchasers a 13-day option to purchase up to an additional $150.0 million in aggregate principal amount of notes. The notes are senior, unsecured obligations of Cipher and will not bear regular interest or accrete in principal amount. They will mature on November 1, 2032, unless repurchased or converted earlier.
The notes will be convertible into shares of Cipher’s common stock at an initial conversion rate of 65.3211 shares per $1,000 principal amount, which represents an initial conversion price of approximately $15.31 per share. This price reflects a premium of approximately 35.0% over the last reported sale price of $11.34 per share on October 13, 2026. The conversion rate and price are subject to adjustment upon certain events.
Cipher estimates net proceeds of approximately $835.1 million from the offering, before deducting expenses. The company intends to use the proceeds to fund costs associated with capped call transactions, support the build-out of its high-performance computing strategy, expand its pipeline of development sites, and for general corporate purposes.
Concurrently with the offering, Cipher expects to exchange approximately $165.9 million principal amount of its outstanding 1.75% Convertible Senior Notes due 2030 for approximately 40.7 million shares of common stock.
