Cipher Mining prices $1.1B 0% convertible notes

Rhea-AI Filing Summary

Cipher Mining Inc. disclosed that it has priced $1.1 billion aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering to investors reasonably believed to be qualified institutional buyers under Rule 144A. The company also granted the initial purchasers a 13‑day option to buy up to an additional $200 million aggregate principal amount of these notes. The update comes via a press release that is attached as an exhibit to this report.

Insights

Capital structure and credit analyst

Cipher Mining prices $1.1B zero-coupon convertible notes due 2031 in a large private deal.

Cipher Mining has priced $1.1 billion of 0.00% convertible senior notes due 2031 in a private Rule 144A offering to institutional investors. Convertible senior notes are debt that can later be converted into equity under specified terms, which are not detailed in this excerpt.

The company has also granted initial purchasers a 13‑day option to buy up to an additional $200 million principal amount of notes, which, if exercised, would increase the total size of the convertible issuance. Actual effects on leverage or potential future equity dilution depend on the full note terms and any exercise of this option, which are referenced in the related press release.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

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

Cipher Mining Inc. announced the pricing of $1.1 billion aggregate principal amount of 0.00% convertible senior notes due 2031 in a private Rule 144A offering to qualified institutional buyers.

Did Cipher Mining (CIFR) include an option for additional convertible notes?

Yes. Cipher Mining granted the initial purchasers a 13‑day option to purchase up to an additional $200 million aggregate principal amount of the 0.00% convertible senior notes due 2031.

Who are the investors in Cipher Mining’s new convertible senior notes?

The notes are being 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.

Is Cipher Mining’s 0.00% convertible senior notes offering a public offer?

No. The notes are offered in a private offering under Rule 144A, and the company states that this information is neither an offer to sell nor a solicitation of an offer to buy any securities.

What exhibit did Cipher Mining file with this 8-K about the convertible notes?

Cipher Mining filed Exhibit 99.1, a press release dated September 25, 2025, announcing the pricing of the 0.00% convertible senior notes due 2031.

What is the interest rate on Cipher Mining’s new convertible senior notes?

The convertible senior notes due 2031 carry a stated interest rate of 0.00% according to the disclosure.

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

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Accepted by SEC EDGAR 09/26/2025 - 07:00 AM Learn about SEC filing dates

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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 of Incorporation)		(Commission File Number)		(IRS Employer 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 the pricing of its $1.1 billion aggregate principal amount of 0.00% 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. The Company granted the initial purchasers of the notes a 13-day option to purchase up to an additional $200 million aggregate principal amount of 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 26, 2025						/s/ William Iwaschuk
						William Iwaschuk
						Co-President & Chief Legal Officer