Cipher Digital is raising $850 million through a private sale of 0.00% convertible senior notes due 2032, with the deal expected to close on Oct. 16, 2026. The company also granted buyers a 13-day option to purchase up to another $150 million of notes, which would lift the total offering size to $1.0 billion.
The notes carry no regular interest and mature on Nov. 1, 2032. They can be converted at an initial rate of 65.3211 shares per $1,000 principal amount, implying an initial conversion price of about $15.31 a share. That conversion price is 35.0% above Cipher’s last reported share price of $11.34 on Oct. 13, 2026.
Cipher expects net proceeds of about $835.1 million, or $982.5 million if the overallotment is fully exercised. From that, it plans to spend about $89.7 million on capped call transactions, leaving the rest for an additional equity investment in the Barber Lake project, expansion of its high-performance computing pipeline, development-site growth, and general corporate purposes.
At the same time, Cipher expects to exchange about $165.9 million of its 1.75% convertible senior notes due 2030 for roughly 40.7 million shares of common stock. The company said the exchange will be done with a limited number of holders.
The capped call transactions carry an initial cap price of $28.35 a share, 150% above the Oct. 13 closing reference price of $11.34. Cipher said the structure is intended to reduce dilution if the notes are converted. As a result of these announcements, the company's shares have moved -12.77% on the market, and are now trading at a price of $11.34. If you want to know more, read the company's complete 8-K report here.
