Cipher Digital plans $850 million convertible notes offering subject to market conditions

Cipher Digital said on October 13, 2026 that it intends to offer, subject to market and other conditions, $850 million aggregate principal amount of 0.00% convertible senior notes due 2032. The offering is a private offering under Rule 144A of the Securities Act of 1933, as amended.

The company said it intends to grant the initial purchasers of the notes an option to buy up to an additional $150 million of notes, subject to market and other conditions. The option runs for 13 days, beginning on and including the date the notes are first issued.

Concurrently with the offering, the company said it expects to exchange part of its 1.75% convertible senior notes due 2030 for shares of its common stock. The exchange would be made in separate, privately negotiated transactions with a limited number of holders of those notes.

The company said it intends to use the net proceeds to fund capped call transactions and additional equity investment in the Barber Lake project, and to support its high-performance computing strategy, expand its development pipeline and for general corporate purposes. If the initial purchasers exercise their option, the company said it intends to use part of the additional net proceeds to fund additional capped call transactions.

The notes are senior, unsecured obligations that do not bear regular interest. They mature on November 1, 2032, unless earlier repurchased, redeemed or converted. The company said the final terms, including the initial conversion rate, are to be set at pricing. J. Wood Capital Advisors LLC is acting as financial advisor to Cipher Digital.