Cipher Mining (NASDAQ: CIFR) plans $800M 2031 convertible notes sale

Rhea-AI Filing Summary

Cipher Mining Inc. reported that it intends to offer $800 million aggregate principal amount of convertible senior notes due 2031 in a private placement. The potential buyers are persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act. The company also plans to grant the initial purchasers a 13-day option to buy up to an additional $120 million aggregate principal amount of these notes. The company emphasized that this disclosure is not an offer to sell or a solicitation to buy any securities.

Insights

Capital structure and credit analyst

Cipher Mining plans sizable private convertible notes financing that could affect leverage and future equity if completed.

Cipher Mining Inc. announced an intended private offering of $800 million aggregate principal amount of convertible senior notes due 2031 to qualified institutional buyers under Rule 144A. The structure as senior, convertible notes means the instruments sit above equity in the capital stack and may later convert into shares, depending on terms not described in the excerpt.

The company also plans to grant initial purchasers a 13-day option to buy up to an additional $120 million of notes, which could further increase the total principal amount issued. Actual impact on leverage, interest expense, and potential future equity dilution will depend on final pricing, conversion features, and whether the additional notes option is exercised, details that are not included in this disclosure.

The notes are being offered in a private transaction rather than a public offering, and the company states that this communication is neither an offer to sell nor a solicitation to buy. Future company communications or offering documents would be expected to outline final terms such as interest rate, conversion conditions, and any use of proceeds.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39625		85-1614529
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)
1 Vanderbilt Avenue
Floor 54
New York, New York				10017
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CIFR		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share		CIFRW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 25, 2025, Cipher Mining Inc. (the “Company”) issued a press release announcing that it intends to offer, subject to market and other conditions, $800 million aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and grant to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $120 million aggregate principal amount of the notes.

A copy of the press release announcing the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of the Company, dated September 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Cipher Mining Inc.
Date: September 25, 2025				By:		/s/ Tyler Page
						Tyler Page
						Chief Executive Officer

FAQ

What financing did Cipher Mining Inc. (CIFR) announce in this 8-K?

Cipher Mining Inc. announced that it intends to offer $800 million aggregate principal amount of convertible senior notes due 2031 in a private offering to qualified institutional buyers under Rule 144A.

What is the size of the additional notes option in Cipher Mining's planned offering?

Cipher Mining plans to grant the initial purchasers an option, exercisable during a 13-day period beginning on the first issue date, to purchase up to an additional $120 million aggregate principal amount of the notes.

Who are the expected investors in Cipher Mining (CIFR) 2031 convertible notes?

The notes are intended to be sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933.

When do Cipher Mining's newly announced convertible senior notes mature?

The convertible senior notes that Cipher Mining intends to offer will be due in 2031, as described in the disclosure.

Does Cipher Mining's disclosure constitute an offer to sell these convertible notes?

No. The company states that the information is neither an offer to sell nor a solicitation of an offer to buy any securities.

Where can investors find more details on Cipher Mining’s planned notes offering?

Additional details are in the company’s press release dated September 25, 2025, which is filed as Exhibit 99.1 and incorporated by reference.