Cipher Digital Prices $850M Zero-Coupon Convertible Notes at 35% Premium, Adds $165.9M Debt-for-Equity Exchange

summarizeSummary

Cipher Digital priced its $850 million zero-coupon convertible notes due 2032 at a 35% conversion premium, and concurrently agreed to exchange $165.9 million of 2030 notes for approximately 40.7 million shares — an immediately dilutive transaction that funds the company's HPC expansion. The notes are a private offering that could reach $1 billion if the greenshoe is fully exercised, and shares fell 4.88% to $10.78 in premarket trading after the pricing announcement.

check_boxKey Events · Financing and Capital Events · CIFR

• New · Oct 14 · Benzinga

  Shares Fall 4.88% in Premarket Trading

  Cipher Digital shares fell 4.88% to $10.78 in Wednesday's premarket trading after the pricing announcement.

• Updated · Oct 14 · Benzinga

  Convertible Notes Priced at 35% Premium

  Cipher priced $850 million of 0.00% convertible senior notes due 2032 with an initial conversion price of $15.31 per share, a 35.0% premium over the $11.34 last reported sale price on October 13, 2026. Settlement is scheduled for October 16, 2026. The offering is a private offering, and the potential total gross offering size is $1 billion if the greenshoe is fully exercised. The new notes will mature on November 1, 2032, and the company can settle conversions through cash, shares, or a combination of both.

• Updated · Oct 14 · Benzinga

  Capped Call Transactions Cap Dilution at $28.35

  Cipher entered into capped call transactions with a cap price of $28.35 per share (150% premium over the $11.34 reference price), designed to reduce potential dilution from note conversions up to that level. The capped calls cost approximately $89.7 million. The capped call transactions were entered into with financial institutions.

• Updated · Oct 14 · Benzinga

  Net Proceeds of $835.1M Fund HPC Expansion

  Net proceeds are estimated at approximately $835.1 million (or $982.5 million if the $150 million greenshoe is fully exercised), allocated to the Barber Lake project, HPC buildout, pipeline expansion, and general corporate purposes. Proceeds will fund an additional equity investment in the Barber Lake project.

• Concurrent 2030 Notes Exchange Adds 40.7M Shares

  Cipher expects to exchange approximately $165.9 million principal of its 1.75% Convertible Senior Notes due 2030 for approximately 40.7 million shares of common stock, immediately increasing the share count by roughly 9% at current market capitalization.

auto_awesomeAnalysis · CIFR · Crypto Assets

The terms of Cipher Digital's $850 million convertible notes offering are now final, with the conversion price set at $15.31 per share — a 35% premium to the October 13 closing price of $11.34. A concurrent exchange of $165.9 million of existing 2030 notes for approximately 40.7 million shares immediately increases the share count by roughly 9% based on the company's current market capitalization. While the capped call transactions (cap price $28.35) are designed to offset dilution above that level, the equity exchange component is immediately dilutive. Net proceeds of approximately $835.1 million will fund the Barber Lake HPC project and general corporate purposes. The stock is trading near its 52-week low of $10.68, and this financing — while providing critical capital for the HPC buildout — comes at a meaningful cost to existing shareholders through both the equity exchange and the potential future conversion overhang. The offering is a private placement, and if the greenshoe is fully exercised the total gross offering size could reach $1 billion. The new notes mature on November 1, 2032, and the company may settle conversions in cash, shares, or a combination. Capped call transactions were entered into with financial institutions, and proceeds will fund an additional equity investment in the Barber Lake project. Shares fell 4.88% to $10.78 in premarket trading after the pricing announcement.