Cipher Digital prices $850 million of 0.00% convertible notes due 2032

On October 14, 2026, Cipher Digital priced a private offering of $850 million aggregate principal amount of 0.00% convertible senior notes due 2032. The offering is limited to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes are senior, unsecured obligations and will not bear regular interest.

The initial purchasers received a 13-day option to buy up to an additional $150 million of notes. Settlement is scheduled for October 16, 2026, subject to customary closing conditions. Cipher Digital estimates net proceeds of approximately $835.1 million, or approximately $982.5 million if the initial purchasers exercise their option in full.

The company intends to use approximately $89.7 million of the net proceeds to fund capped call transactions. It intends to use the remainder for an additional equity investment in the Barber Lake project, its high-performance computing strategy, expanding its development site pipeline and general corporate purposes.

The initial conversion price is approximately $15.31 per share, a premium of approximately 35.0% over the $11.34 last reported sale price on October 13, 2026. The notes mature on November 1, 2032, unless earlier repurchased, redeemed or converted.

Concurrently, in privately negotiated transactions with a limited number of holders, the company expects to exchange approximately $165.9 million principal amount of its 1.75% convertible senior notes due 2030 for approximately 40.7 million shares of common stock, inclusive of accrued interest.