Cipher Digital Inc. (NASDAQ: CIFR) filed a Current Report on Form 8-K on October 13, 2026, announcing a proposed private offering of senior convertible notes. The company intends to offer $850.0 million in aggregate principal amount of notes due 2032, subject to market conditions. Additionally, the company may issue up to an additional $150.0 million in aggregate principal amount through a 13-day greenshoe option granted to initial purchasers.
The notes will be offered to qualified institutional buyers under Rule 144A. Concurrently with the offering, Cipher Digital expects to enter into separate transactions with holders of its 1.75% Convertible Senior Notes due 2030 to exchange a portion of those notes for common stock. The filing includes an investor presentation titled "Project Compass" and a press release dated October 13, 2026, as exhibits.
According to the Project Compass investor presentation, the company’s current portfolio consists of 907 MW of operating and contracted capacity, including three data center campus leases with leading hyperscalers. The pipeline includes approximately 3.4 GW of near-term grid capacity energizing across 2027 to 2030. The company highlighted a significant lease amendment at the Barber Lake facility, which adds $5.2 billion in contracted revenue and extends the base lease term to 20 years. This amendment deepens Cipher's relationship with a leading AI lab, establishing a long-term $9.1 billion commitment.
The offering is intended to fund the cost of entering into capped call transactions, support additional equity investment in the Barber Lake Facility, accelerate the build-out of high-performance computing pipelines, and support general corporate purposes. The presentation also includes non-GAAP financial measures, such as projected net operating income and average annualized NOI relating to contracted data center capacity.
