Cipher Digital Prices $850 Million Zero-Coupon Convertible Notes at 35% Premium

Update, Oct. 14, 2026, 7:49 a.m. ET filing: Cipher priced the deal. This version adds the pricing terms below, a new headline and dek, and revises the sections on what was still blank and what to watch. The earlier text describes the marketing stage.

The pricing terms

Cipher Digital priced $850.0 million of 0.00% convertible senior notes due Nov. 1, 2032, according to a press release attached to an 8-K that EDGAR accepted at 7:49 a.m. ET on Oct. 14 (sources 5 and 6). The initial purchasers have a 13-day option to buy up to $150.0 million more. The initial conversion rate is 65.3211 shares per $1,000 of principal, an initial conversion price of about $15.31 a share, which the company says is a premium of about 35.0% over the $11.34 last reported sale price on Oct. 13 (source 6).

Cipher estimates net proceeds of about $835.1 million, or about $982.5 million if the option is exercised in full, after the initial purchasers' discounts and commissions but before its own offering expenses. It plans to use about $89.7 million to fund capped call transactions with an initial cap price of $28.35 a share, a 150% premium to the $11.34 price. Concurrently, in privately negotiated deals, Cipher expects to exchange about $165.9 million principal amount of its 1.75% notes due 2030 for about 40.7 million shares of common stock. The issuance and sale of the notes "are scheduled to settle on October 16, 2026, subject to customary closing conditions" (source 6).

The marketing stage, as first reported Oct. 13

Cipher Digital Inc. was 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).

At that stage it was a proposed private placement still in marketing. 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). The figures in this section are Cipher's marketing terms; the pricing release above 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).

Note size as proposed Oct. 13: $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 $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 the pricing filled in

The terms slide Le Coin read on Oct. 13 left the conversion premium blank (source 2). The pricing release fills it: about 35.0%, for an initial conversion price of about $15.31 (source 6). The coupon is 0.00% (sources 3 and 6). The $150.0 million option may or may not be exercised. The 45-day lock-up noted for the company, directors and executive officers was a marketing term (source 2).

The objection wrote itself on Oct. 13. Companies furnish Reg FD decks when they want to talk to institutions without waiting for a prospectus, and decks fall away, deals resize, and sometimes they do not price. This one priced on the base size, with the terms in a filed press release. It has not settled: the notes are scheduled to settle on Oct. 16, subject to customary closing conditions (source 6).

The tell

The pricing 8-K is on EDGAR, accepted 7:49 a.m. ET on Oct. 14 (source 5). Next, watch for any filing on the Oct. 16 settlement, any exercise of the $150.0 million option within its 13 days, and the share count from the 2030 notes exchange, which the release puts at about 40.7 million shares (source 6).

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.
5. Cipher Digital Inc., Form 8-K, accession 0001193125-26-421035, event date Oct. 14, 2026. https://www.sec.gov/Archives/edgar/data/1819989/000119312526421035/0001193125-26-421035-index.htm (accessed Oct. 14, 2026, 8:16 a.m. ET)
6. Cipher Digital Inc., Exhibit 99.1, press release, Cipher Digital Announces Pricing of Private Offering of $850.0 Million of 0.00% Convertible Senior Notes Due 2032 and Concurrent Exchange of Convertible Senior Notes Due 2030, Oct. 14, 2026. https://www.sec.gov/Archives/edgar/data/1819989/000119312526421035/d77312dex991.htm (accessed Oct. 14, 2026, 8:16 a.m. ET)

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