Cipher Digital Launches $850M Convertible Notes Offering to Fund Barber Lake Expansion
CIFR is trading near its 52-week low of $11.72 (3.8% below the low).
Summary
Cipher Digital announced an $850 million convertible notes offering (up to $1.0 billion with greenshoe) due 2032, plus a concurrent exchange of its 2030 convertible notes for common stock. The notes were priced at a 35% conversion premium with a $15.31 initial conversion price, and the company expects to exchange $165.9 million of 2030 notes for about 40.7 million shares. Proceeds fund the Barber Lake data center expansion and HPC build-out.
Updated with an SEC 8-K filing · What changed
Updates
· SEC 8-K — Cipher Digital priced the $850M notes at a 35% conversion premium ($15.31 initial conversion price) and expects to exchange $165.9M of 2030 notes for about 40.7M shares.
· Dow Jones Newswires — Cipher Digital shares fell 15% to $11.09 in midday trading after the offering announcement.
· Seeking Alpha — Cipher Digital shares are trading down near their 52-week low following the offering announcement.
Key Events · Financing and Capital Events · CIFR
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Updated · · SEC 8-K
$850M Convertible Notes Offering Priced at 35% Premium
Cipher Digital announced a private offering of $850 million aggregate principal amount of 0.00% convertible senior notes due 2032, with a 13-day option for initial purchasers to buy up to an additional $150 million. The notes were priced at a 35% conversion premium, implying a $15.31 initial conversion price.
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Updated · · SEC 8-K
Concurrent 2030 Notes Exchange for $165.9M
The company expects to enter into privately negotiated exchange agreements with holders of its 1.75% Convertible Senior Notes due 2030 to exchange a portion of those notes for shares of common stock. It expects to exchange $165.9 million of 2030 notes for about 40.7 million shares.
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Capped Call Transactions
Cipher intends to enter into capped call transactions with option counterparties to reduce potential dilution to common stock upon conversion of the new notes and/or offset cash payments above principal.
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Use of Proceeds
Net proceeds will fund the cost of the capped call transactions, additional equity investment in the Barber Lake project, acceleration of the HPC build-out, expansion of development sites, and general corporate purposes.
Analysis · CIFR · Crypto Assets
Cipher Digital is raising up to $1.0 billion through a 0.00% convertible senior notes offering due 2032, with a $150 million greenshoe. The notes were priced at a 35% conversion premium, implying a $15.31 initial conversion price. The company is also exchanging a portion of its existing 1.75% Convertible Senior Notes due 2030 for common stock, expecting to exchange $165.9 million of 2030 notes for about 40.7 million shares. Proceeds will fund the Barber Lake data center project, HPC build-out, and general corporate purposes. The deal includes capped call transactions to mitigate dilution. This is a substantial capital raise for a company trading near its 52-week low, and the concurrent 2030 notes exchange will equitize existing debt, potentially increasing share count. The investor presentation discloses $9.1 billion in contracted revenue at Barber Lake and $16.6 billion total contracted revenue, underscoring the scale of the company's HPC pipeline.
How filings like this one have moved
In the 30 days to Oct 15, 2026, 37.1% of the 989 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.64%. 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 $11.28 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $5.4B. The 52-week trading range was $11.72 to $30.14. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.