Cipher Digital Closes $850M 0.00% Convertible Notes Due 2032; Swaps $165.9M of 2030 Notes for 40.7M Shares
CIFR is trading near its 52-week low of $8.78 (2.8% above the low).
Summary
Cipher Digital closed its $850 million zero-coupon convertible notes due 2032 and exchanged about $165.9 million of its 2030 notes for roughly 40.7 million shares, cutting that older debt to $6.6 million while adding a large new convertible obligation.
Key Events · Financing and Capital Events · CIFR
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$850M Convertible Notes Issued
Cipher Digital issued $850.0 million of 0.00% Convertible Senior Notes due 2032 on October 16, 2026, with a 13-day option for purchasers to buy up to an additional $150 million.
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Conversion Price Set at $15.31
Initial conversion rate is 65.3211 shares per $1,000 principal, an initial conversion price of about $15.31 — well above today's $9.03 stock price, so conversion is unlikely unless the shares recover sharply.
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40.7M Shares Issued in Debt Exchange
Concurrently, holders exchanged about $165.9 million of the 1.75% 2030 notes for roughly 40.7 million shares; only about $6.6 million of the 2030 notes remains outstanding. This is actual share issuance, not a mark-to-market entry.
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$89.7M Capped Call to Limit Dilution
The company paid about $89.7 million for capped call transactions with a $28.35 cap price (150% over the October 13, 2026 last reported sale price), intended to offset dilution from note conversions up to that cap.
Analysis · CIFR · Crypto Assets
Cipher Digital completed the $850 million zero-coupon convertible notes offering it announced October 13 and priced October 14, and simultaneously retired most of its 1.75% 2030 notes by handing holders roughly 40.7 million shares. The new notes carry a $15.31 conversion price, about 70% above today's $9.03, so conversion is only a real risk if the stock recovers substantially; the $89.7 million capped call (cap at $28.35) is designed to blunt that dilution. The immediate cost is the 40.7 million shares issued in the exchange — real, current dilution — against roughly $165.9 million of debt removed from the balance sheet. The company also switched the default settlement method on its 2030 and 2031 notes to physical settlement, meaning future conversions of those series will be paid in stock rather than cash, which shifts dilution risk onto shareholders. With the stock near its 52-week low of $8.78, the market is pricing this as a heavily leveraged crypto/AI-infrastructure balance sheet rather than rewarding the refinancing.
How filings like this one have moved
In the 30 days to Oct 16, 2026, 36.9% of the 961 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CIFR was trading at $9.03 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $3.7B. The 52-week trading range was $8.78 to $30.14. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.