Cipher Digital prices $850.0 million convertible notes due 2032
The zero-coupon offering closes a financing sequence first outlined earlier this week, with an exchange of older notes now settled at a fixed share count
Published
Cipher Digital has issued $850.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2032. The notes carry an initial conversion price of approximately $15.31 per share. Initial purchasers have a 13-day option to buy up to an additional $150.0 million of notes.
Alongside the offering, Cipher Digital entered into capped call transactions costing approximately $89.7 million, a step meant to offset potential dilution from the new notes. The company also exchanged approximately $165.9 million in aggregate principal amount of its 1.75% Convertible Senior Notes due 2030 for approximately 40.7 million shares of common stock. That exchange was consummated on October 16, 2026.
The pricing confirms terms that were previewed on October 13 and set on October 14, rather than introducing new ones. The 2030 note exchange now gives the market a firm dilution figure, 40.7 million shares, in place of an estimate. With the capped call purchases and conversion price locked in, Cipher Digital has largely completed the share count offsets it flagged when the zero-coupon notes were first announced. The one unresolved variable is the 13-day option for the extra $150.0 million, whose exercise would be the next concrete step in the company's Barber Lake funding plan.