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

On October 16, 2026, Cipher Digital issued $850 million aggregate principal amount of 0.00% convertible senior notes due 2032. The notes were issued under an indenture dated October 16, 2026, with U.S. Bank Trust Company, National Association, as trustee. The initial purchasers have a 13-day option to buy up to an additional $150 million of notes.

The notes mature on November 1, 2032, unless earlier repurchased, redeemed or converted, and bear no regular interest. The initial conversion rate is 65.3211 shares of common stock per $1,000 principal amount, an initial conversion price of approximately $15.31 per share. The company can settle conversions in cash, shares or a combination of both, at its election.

On October 13, 2026, Cipher Digital entered into capped call transactions with option counterparties. The cap price is initially $28.35, a 150% premium over the last reported sale price on October 13, 2026, and the cost was approximately $89.7 million. Cipher Digital said the transactions are generally expected to reduce potential dilution from conversions and/or offset cash payments above principal, subject to a cap.

On October 13, 2026, Cipher Digital entered into exchange agreements with a limited number of holders of its 1.75% convertible senior notes due 2030. Under the agreements, approximately $165.9 million of principal was exchanged for approximately 40.7 million shares of common stock, inclusive of accrued interest. The exchange was completed on October 16, 2026, and approximately $6.6 million of the 2030 notes remains outstanding, with unchanged terms.

On October 16, 2026, Cipher Digital delivered notices to holders of its 2030 notes and its 0.00% convertible senior notes due 2031 announcing a change in the default settlement method to physical settlement for all conversions of each series. The company said conversions of each series are required to settle physically, unless it specifies otherwise for a particular conversion.