Cipher Digital prices $850M convertible notes due 2032 at 0% interest

Cipher Digital Inc. (NASDAQ: CIFR) has priced a private offering of $850.0 million in aggregate principal amount of 0.00% convertible senior notes due 2032, according to a company statement. The notes are set to settle on October 16, 2026, subject to customary closing conditions.

The company granted initial purchasers a 13-day option to purchase up to an additional $150.0 million in notes. The notes will mature on November 1, 2032, and carry an initial conversion price of approximately $15.31 per share, representing a 35% premium over the October 13, 2026 closing price of $11.34 per share. The initial conversion rate is 65.3211 shares per $1,000 principal amount.

Cipher estimates net proceeds of approximately $835.1 million, rising to approximately $982.5 million if the additional note option is exercised in full. The company said it intends to use approximately $89.7 million to fund capped call transactions, with the remainder allocated to an equity investment in its Barber Lake project, high-performance computing infrastructure, development site expansion, and general corporate purposes.

Concurrently, Cipher expects to exchange approximately $165.9 million in principal of its existing 1.75% Convertible Senior Notes due 2030 for approximately 40.7 million shares of common stock in separate, privately negotiated transactions.

In connection with the offering, Cipher entered into capped call transactions with certain financial institutions. The cap price is set at $28.35 per share, a 150% premium over the October 13, 2026 closing price. The transactions are intended to reduce potential dilution upon note conversion.

The notes are redeemable at Cipher's option on or after November 5, 2029, subject to the stock price exceeding 130% of the conversion price for a specified period. Noteholders may also require Cipher to repurchase notes on November 1, 2030, or upon certain fundamental change events.

The notes have not been registered under the Securities Act of 1933 and are being offered only to qualified institutional buyers under Rule 144A.

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