Cipher Digital prices $810 million senior secured notes offering

Cipher Digital Inc. (NASDAQ: CIFR) announced that its subsidiary Stingray Compute LLC has priced a $810 million offering of 6.000% senior secured notes due 2031 at 99.750% of their principal amount.

The notes will be sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S of the Securities Act of 1933. The offering is expected to close on June 15, 2026, subject to customary closing conditions.

The company plans to use the net proceeds to finance the remaining cost of its Stingray Facility data center, reimburse approximately $61.5 million of prior equity contributions to Cipher Stingray LLC for capital expenditures related to the facility, and fund debt service reserves.

The notes will be guaranteed by Cipher Stingray and secured by first-priority liens on substantially all assets of the issuer and guarantor, excluding certain property, as well as all equity interests of the issuer held by Cipher Stingray Holdings LLC.

Cipher Digital will provide a completion guarantee for the Stingray Facility, under which it will fund the issuer as necessary to ensure timely completion if note proceeds prove insufficient.

The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption. The company noted that the offering remains subject to market and other conditions.

Cipher Digital develops and operates industrial-scale data centers designed for high-performance computing workloads.

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