Cipher Digital Plans $850 Million Zero-Coupon Convertible Note Offering

Cipher Digital Inc. is marketing a large convertible-note deal to institutions. In a Form 8-K filed Oct. 13, the Nasdaq-listed company (formerly Cipher Mining Inc., per its EDGAR filer history) (ticker CIFR) attached a "Project Compass" investor presentation aimed exclusively at qualified institutional buyers under Rule 144A for a proposed offering of senior unsecured convertible notes due Nov. 1, 2032 (sources 1 and 2).

The deck's offering-terms slide states a base deal size of $850 million and a greenshoe of $150 million. The coupon line is shown as "[0.00%]" and the conversion premium as a blank bracket. Bookrunners named on the slide are Morgan Stanley and Goldman Sachs. The expected pricing date on the same slide is "Tuesday, October 13th post market close." Use of proceeds, as written, are to "fund the cost of entering into the capped call transactions, fund additional equity investment in the Barber Lake Facility project, accelerate the build-out of high-performance computing pipeline, continue to expand its pipeline of development sites and for general corporate purposes" (source 2).

That is a proposed private placement still in marketing, not a closed issuance. The 8-K says the presentation "is furnished and shall not be deemed to be 'filed'" for Exchange Act liability purposes (source 1). The accompanying press release, Exhibit 99.2, is filed under Item 8.01 and gives a 0.00% coupon and a 13-day option for the initial purchasers to buy up to $150.0 million more (source 3). Le Coin treats every figure below as Cipher's own marketing terms until a later filing reports what priced.

Why the size matters on this tape

Eight hundred fifty million dollars is a balance-sheet event for a company that still mines bitcoin and is pitching itself as an HPC development platform. The same deck describes "907 MW of operating and contracted capacity today, including three data center campus leases," and frames a "Barber Lake" lease expansion among the transaction rationale slides (source 2). Presenters named on the deck are Tyler Page, chief executive officer, and Gregory Mumford, chief financial officer (source 2).

Fig. 1. Proposed note size: $850 million base plus $150 million greenshoe if exercised. (Data: fig-1-data.csv; source 2.)

The capacity claim behind the raise

Cipher's deck is not only a debt term sheet. It says the company has 907 MW of operating and contracted capacity and is using the notes, in part, to fund HPC lease build-out, including economics it ties to a Barber Lake lease amendment on other slides in the same exhibit (source 2). Le Coin is not restating every megawatt or dollar on those slides here; the point for this piece is that the proposed $850 million is sized against a power-and-lease pipeline story, not against a one-time bitcoin purchase.

How a Rule 144A convertible works here

Rule 144A lets an issuer sell securities to qualified institutional buyers without a full Securities Act registration, subject to transfer limits. A senior unsecured convertible note can convert into equity on terms set at pricing. "The notes will not bear regular interest, and the principal amount of the notes will not accrete," according to the press release (source 3). Cipher's deck also flags a capped call, a common overlay that buys call options to offset dilution if the notes convert (source 2). None of that is investment advice; it is the mechanical description of the product the company is showing QIBs.

The presentation's legal disclaimer is explicit: the securities "have not been and will not be registered under the Securities Act" and may be sold in the United States only to QIBs in reliance on Rule 144A or another exemption, and the slides "shall not constitute an offer to sell" (source 2). Any sale, the company says, would go through a confidential offering memorandum that may differ from the deck.

What is still blank

One commercial term that usually defines the cost of a convertible is not filled in on the terms slide Le Coin read: the conversion premium (source 2). The press release already states a 0.00% coupon (source 3). The greenshoe may or may not be exercised. The 45-day lock-up noted for the company, directors and executive officers is a marketing term, not proof the deal closed (source 2).

The objection writes itself. Companies furnish Reg FD decks when they want to talk to institutions without waiting for a prospectus. Decks fall away, deals resize, and sometimes they do not price. Until Cipher files something that states principal amount issued, coupon, conversion rate and net proceeds, the only hard facts are that it ran a QIB process on these headline sizes and filed the offering announcement and furnished the deck the same morning, at 8:10 a.m. ET.

The tell

Watch the next 8-K. If Project Compass prices, Cipher will typically furnish or file a pricing update with the final size, coupon, conversion premium and capped-call details. If the expected Oct. 13 post-close timing slips, the absence of that update is itself the news. A filing that states notes were issued, or a withdrawal, would change the read. As of 5:13 p.m. ET, no pricing 8-K was on EDGAR.

Sources

1. Cipher Digital Inc., Form 8-K, Item 7.01, accession 0001193125-26-419743, event date Oct. 13, 2026. https://www.sec.gov/Archives/edgar/data/1819989/000119312526419743/0001193125-26-419743-index.htm (accessed Oct. 13, 2026, 5:04 p.m. ET)
2. Cipher Digital Inc., Exhibit 99.1, Project Compass Investor Presentation, October 2026. https://www.sec.gov/Archives/edgar/data/1819989/000119312526419743/d134900dex991.htm (accessed Oct. 13, 2026, 5:05 p.m. ET)
3. Cipher Digital Inc., Exhibit 99.2, press release, Cipher Digital Announces Proposed Private Offering of $850.0 Million of 0.00% Convertible Senior Notes Due 2032 and Concurrent Exchange of Convertible Senior Notes Due 2030, Oct. 13, 2026. https://www.sec.gov/Archives/edgar/data/1819989/000119312526419743/d134900dex992.htm (accessed Oct. 13, 2026, 5:15 p.m. ET)
4. Le Coin data file, drafts/wip/markets-2026-10-13-cipher-project-compass.fig-1-data.csv.

Holding the Corner.

Not financial advice.