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

The proposed financing combines zero regular interest with potential share issuance and a holder cash-repurchase right in 2030.

Rhea-AI Summary

Cipher Digital (CIFR) plans a private offering of $850.0 million in zero-interest convertible senior notes due 2032, subject to market conditions. The company expects to grant purchasers a 13-day option for up to $150.0 million more. The senior unsecured notes would mature on November 1, 2032, with conversions settled in cash, common shares or both at Cipher’s election.

Cipher intends to fund capped calls, which limit conversion dilution or excess cash payments, and direct remaining proceeds toward Barber Lake equity investment, its high-performance computing build-out and development sites. It also expects to exchange part of its outstanding 1.75% notes due 2030 for common shares. Holders could require cash repurchase of the new notes on November 1, 2030, unless all outstanding notes have previously been called for redemption. Conversion terms will be set at pricing; capped-call protection is limited by a cap.

7 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 8 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed financing would raise $850.0 million, with a 13-day purchaser option for up to $150.0 million more. 16% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Expected exchange would retire a portion of outstanding 1.75% notes due 2030.
• Minor point. Forward-looking: it has not happened yet and may not happen.New notes would bear no regular interest, and their principal would not accrete.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund additional equity investment in Barber Lake.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would support high-performance computing build-out across Cipher’s near-term pipeline.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund expansion of the development-site pipeline.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected capped calls would reduce potential conversion dilution or offset cash payments above converted principal.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.New convertible notes could dilute shareholders if Cipher elects share settlement.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Expected exchange of 2030 notes for common shares would dilute existing shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed senior unsecured debt would mature November 1, 2032, unless earlier repurchased, redeemed or converted.
• Minor pointOffering remains subject to market and other conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Holders could require cash repurchase on November 1, 2030, unless all outstanding notes were previously called for redemption.

3 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Certain fundamental changes would permit holders to demand cash repurchase, subject to a limited exception.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned capped-call transactions would consume part of the offering proceeds.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected dilution protection and cash-payment offsets are subject to a cap.

News Explained

At the proposed gross size, the offering equals 317.6 days of second-quarter operating cash use at that quarter’s rate.

The proposed note financing remains uncompleted; if issued, it would add principal obligations without regular interest, and the principal would not accrete.

If the expected exchange of some 2030 notes for common shares proceeds, issuing those shares would increase share count and reduce existing holders’ percentage ownership absent offsetting changes; the release does not quantify the shares.

Sources and calculations

• Cipher Digital proposed convertible notes offering and concurrent 2030 notes exchange (2026-10-13)
• Dilution definition (undated)
• Cipher Digital Q2 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $850,000,000 / ($243,538,000 / 91) = 317.6 days

Argus 15 min delay 50 alerts

-9.73% vs previous close $11.73 last price 4.0x rel. volume Open Argus

Details

Market move: CIFR -9.73% vs previous close. 2032 convertible notes offering

-2.4% Trough in 21 min

$10.68 – $12.91 Day Range

$4.87B Market Cap

On Oct 13, the day this news came out, the latest delayed price for CIFR is 9.73% below the previous close. Argus tracked a trough of -2.4% from its starting point during tracking. Our momentum scanner has recorded 50 alerts for this stock so far that day. The latest delayed price is $11.73. Relative volume is very high at 4.0x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Notes principal: $850.0 million Coupon: 0.00% Additional purchase option: Up to $150.0 million; 13 days +4 more

Notes principal

$850.0 million

Proposed 2032 convertible notes offering

Coupon

0.00%

Proposed 2032 notes

Additional purchase option

Up to $150.0 million; 13 days

Option granted to initial purchasers

Existing notes coupon

1.75%

Convertible Senior Notes due 2030 involved in the concurrent exchange

Maturity

November 1, 2032

Proposed notes

Holder repurchase date

November 1, 2030

Noteholders may require repurchase, subject to the stated conditions

Small-outstanding-balance redemption threshold

Less than 10%

Cipher may redeem all notes if the outstanding principal falls below this share of the initially issued amount

Historical Context

1 past event · Latest: Sep 25

1 event

1. Sep 25

   Lease expansion

   24h Move

   -2.0%

   Barber Lake contracted revenue rose to over $9 billion; this offering also includes investment in the project.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, rule 144a, capped call transactions, fundamental change

4 terms

convertible senior notes financial

"$850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

rule 144a regulatory

"pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

capped call transactions financial

"privately negotiated capped call transactions with one or more of the initial purchasers"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

fundamental change financial

"corporate events that constitute a “fundamental change” occur"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

NEW YORK, Oct. 13, 2026 (GLOBE NEWSWIRE) -- Cipher Digital Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”), a leading developer, owner and operator of industrial-scale data centers, today announced its intention to offer, subject to market and other conditions, $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Cipher also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of notes. Concurrently with the offering, Cipher expects to enter into separate, privately negotiated transactions to exchange a portion of its outstanding 1.75% Convertible Senior Notes due 2030 (the “2030 notes”).

The final terms of the notes, including the initial conversion rate and certain other terms, will be determined at the time of pricing of the offering. When issued, the notes will be senior, unsecured obligations of Cipher. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on November 1, 2032, unless earlier repurchased, redeemed or converted. Prior to August 1, 2032, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Cipher will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share (“common stock”), or a combination of cash and shares of its common stock, at Cipher’s election.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Cipher’s option at any time, and from time to time, on or after November 5, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cipher’s common stock exceeds 130% of the conversion price for a specified period of time. Cipher may also redeem the notes, in whole but not in part, at any time if the aggregate principal amount of notes then outstanding is less than 10% of the aggregate principal amount of notes initially issued (including any notes issued pursuant to the initial purchasers’ option to purchase additional notes). The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Cipher to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date. In addition, unless Cipher has previously called all outstanding notes for redemption, noteholders may at their option require Cipher to repurchase their notes for cash on November 1, 2030 at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the repurchase date.

Cipher intends to use the net proceeds from the offering to fund the cost of entering into the capped call transactions described below and use the remainder of the net proceeds to fund additional equity investment in the Barber Lake project, support the build-out of its high-performance computing (HPC) strategy across its near-term pipeline, continue to expand its pipeline of development sites, and for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then Cipher intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.

Concurrently with the offering, in separate, privately negotiated transactions, Cipher expects to enter into exchange agreements with a limited number of holders of the 2030 notes to exchange a portion of the outstanding 2030 notes for shares of Cipher’s common stock (the “Concurrent 2030 Notes Exchange”).

Holders of the 2030 notes that participate in any such exchanges may purchase or sell shares of Cipher’s common stock in the open market and/or enter into or unwind various derivative transactions to unwind any hedge positions they may have with respect to the 2030 notes or to hedge their exposure in connection with these transactions. These activities could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of Cipher’s common stock.

In connection with the pricing of the notes, Cipher expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”).

The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Cipher’s common stock that will initially underlie the notes. The capped call transactions are generally expected to reduce the potential dilution to Cipher’s common stock upon any conversion of the notes and/or offset any potential cash payments Cipher is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, Cipher expects the option counterparties or their respective affiliates will enter into various derivative transactions with respect to Cipher’s common stock and/or purchase shares of Cipher’s common stock concurrently with or shortly after the pricing of the notes, including with, or from, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cipher’s common stock or the notes at that time.

In addition, Cipher has been advised to expect that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Cipher’s common stock and/or purchasing or selling shares of Cipher’s common stock or other securities of Cipher in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 30 trading day period beginning on the 31^st scheduled trading day prior to the maturity date of the notes and (y) following any early conversion of the notes, any repurchase of the notes by Cipher on any fundamental change repurchase date, any optional repurchase date, any redemption date or any other date on which the notes are repurchased by Cipher, in each case if Cipher exercises the relevant election to terminate the corresponding portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Cipher’s common stock or the notes, which could affect noteholders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of the notes.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

J. Wood Capital Advisors LLC is acting as financial advisor to the Company.

About Cipher

Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering of the notes, the initial purchasers’ option to purchase additional notes, the expected amount and intended use of the net proceeds, the anticipated terms of, and the effects of, the Concurrent 2030 Notes Exchange and the anticipated terms of, and the effects of entering into, the capped call transactions, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: whether the offering and the Concurrent 2030 Notes Exchange will be completed on the anticipated terms or at all, whether the capped call transactions will become effective, volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, the ability of Cipher’s customers, tenants, and other counterparties to perform their contractual obligations, the ability of Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 filed with the SEC on August 4, 2026, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Digital
courtney.knight@cipherdigital.com

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does Cipher Digital plan to raise through its convertible note offering?

Cipher plans to offer $850.0 million in 0.00% convertible senior notes due 2032. It also expects to grant initial purchasers a 13-day option for up to an additional $150.0 million. The offering is subject to market and other conditions.

What will Cipher Digital use the convertible note proceeds for?

Cipher intends to use proceeds for capped calls, additional equity investment in Barber Lake, its high-performance computing build-out, expansion of development sites and general corporate purposes. If purchasers exercise their option, a portion of the additional net proceeds would fund additional capped calls.

When can investors convert Cipher Digital’s proposed 2032 notes?

Before August 1, 2032, conversion would be permitted only under certain conditions and during certain periods. Thereafter, conversion would be allowed until the close of business on the second scheduled trading day immediately preceding maturity. Cipher would choose settlement in cash, common shares or a combination.

When can Cipher Digital redeem its proposed 2032 convertible notes?

Cipher could redeem notes for cash beginning November 5, 2029, through the 30th scheduled trading day before maturity, if its stock price exceeds 130% of the conversion price for a specified period. It could also redeem all remaining notes at any time if outstanding principal falls below 10% of the amount initially issued, including option notes.

How could hedging transactions affect CIFR during the proposed note offering?

Trading connected with the expected 2030 note exchange and capped calls could increase or decrease CIFR’s market price, or reduce the size of price moves. Later capped-call hedge adjustments could also affect the new notes’ price, conversion eligibility and the shares or value received during a conversion observation period.