Cipher Digital Inc. Announces Pricing of $810.0 Million of Senior Secured Notes
Rhea-AI Summary
Cipher Digital (NASDAQ:CIFR) priced a private offering of $810.0 million 6.000% senior secured notes due 2031 at 99.750% of principal. Closing is expected on June 15, 2026, subject to customary conditions.
Net proceeds will fund completion of the Stingray Facility, reimburse about $61.5 million of prior equity contributions, and establish debt service reserves.
Positive
- Prices $810.0 million 6.000% senior secured notes due 2031
- Net proceeds earmarked to complete Stingray data center facility
- Approximately $61.5 million of prior equity contributions reimbursed
- Notes fully and unconditionally guaranteed by Cipher Stingray
- First-priority liens on substantially all Issuer and Guarantor assets
- Cipher provides completion guarantee to fund facility if proceeds fall short
Negative
- New 6.000% long-term senior secured debt increases interest obligations
- Substantially all Issuer and Guarantor assets pledged as collateral
- Offering completion subject to market conditions and closing requirements
- Notes not registered under the Securities Act, limiting resale to exemptions
News Market Reaction – CIFR
In the Jun 9 session, CIFR declined 5.17%, reflecting a notable negative market reaction. Argus tracked a peak move of +8.7% during that session. Argus tracked a trough of -7.1% from its starting point during tracking. Our momentum scanner triggered 49 alerts that day, indicating elevated trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 08 | Debt offering proposal | Neutral | +7.2% | Announced proposed $810M senior secured notes to fund Stingray facility. |
| May 19 | Peer earnings | Negative | -1.7% | Canaan reported Q1 losses and revenue declines, weighing on its shares. |
| May 07 | Conference participation | Positive | -0.7% | Planned attendance at several investor and industry conferences. |
| May 05 | Business update | Positive | +23.5% | Q1 results, new AI data center lease, and $200M credit facility. |
| Apr 21 | Earnings date set | Neutral | +6.0% | Announced date and time for Q1 2026 results call and webcast. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
CIFR has often seen positive price reactions around capital raises and business updates, with only occasional divergences on conference-related news.
Over recent months, Cipher Digital has repeatedly tapped debt markets and updated investors on growth projects. A prior announcement on Jun 08 about the proposed $810 million notes offering saw shares rise 7.15%. The Q1 2026 business update on May 05 highlighted $35 million in revenue and a new $200 million revolver, coinciding with a 23.53% move. Earlier, conference participation and an earnings-date announcement had smaller, mixed reactions. Today’s pricing of the notes extends this financing theme tied to large data center builds.
Key Terms
senior secured notes financial
qualified institutional buyers financial
rule 144a regulatory
regulation s regulatory
first-priority liens financial
completion guarantee financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
NEW YORK, June 08, 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 that its wholly-owned subsidiary, Stingray Compute LLC (the “Issuer”), has priced a
The Issuer intends to use the net proceeds from the offering to (1) finance the remaining cost of the data center (the “Stingray Facility”), (2) reimburse the Company for approximately
The Notes will be fully and unconditionally guaranteed by Cipher Stingray (the “Guarantor”). The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by Cipher Stingray Holdings LLC, a Delaware limited liability company and the direct parent company of the Issuer.
Cipher will provide a customary completion guarantee with respect to the Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray Facility in the event that the proceeds of the Notes are insufficient to do so.
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
The Notes have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cipher
Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. Cipher 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 completion of the offering of the notes and the intended use of the net proceeds, 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: 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, 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, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 5, 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 Contacts:
Courtney Knight
Head of Investor Relations at Cipher Digital
courtney.knight@cipherdigital.com
Drew Armstrong
Head of Strategic Initiatives at Cipher Digital
drew.armstrong@cipherdigital.com
Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com
