GlobeNewswire·Oct 14, 2026, 7:36 AM ET

Cipher Digital Announces Pricing of Private Offering of $850.0 Million of 0.00% Convertible Senior Notes Due 2032 and Concurrent Exchange of Convertible Senior Notes Due 2030

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Cipher Digital Inc. priced a $850.0 million private offering of 0.00% convertible senior notes due 2032 to qualified institutional buyers under Rule 144A.
The notes are scheduled to settle on October 16, 2026, with initial purchasers granted a 13-day option to purchase an additional $150.0 million.
Cipher expects to concurrently exchange approximately $165.9 million of its 1.75% Convertible Senior Notes due 2030 for about 40.7 million shares of common stock.
The notes will mature on November 1, 2032, and will not bear regular interest or have an accreting principal amount.
The initial conversion rate is 65.3211 shares per $1,000 principal, representing an initial conversion price of approximately $15.31 per share.
The initial conversion price reflects a 35.0% premium over Cipher's common stock closing price of $11.34 on October 13, 2026.
Net proceeds are estimated at approximately $835.1 million, rising to $982.5 million if the over-allotment option is exercised in full.
Cipher intends to use approximately $89.7 million of net proceeds to fund capped call transactions, with the remainder allocated to the Barber Lake project, high-performance computing strategy, site development, & general corporate purposes.
The notes are redeemable at Cipher's option starting November 5, 2029, if the common stock price exceeds 130% of the conversion price for a specified period.
Noteholders may require repurchase of the notes at a fundamental change or on November 1, 2030, at a price equal to principal plus accrued special interest.
Cipher entered into capped call transactions with a cap price of $28.35 per share to reduce potential dilution or offset cash payments upon conversion.
J. Wood Capital Advisors LLC is acting as the financial advisor for the Company.