← Cipher Digital · FinancingEdit
0.00% Convertible Senior Notes due 2032
Oct 16, 2026 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$850.0M (+ $150.0M greenshoe)
Net proceeds
Coupon
Zero coupon
Issue date
Oct 16, 2026
Maturity
Nov 1, 2032 (6.0 years)
Seniority
senior, unsecured
Conversion ratio
65.3211 shares / $1,000 principal
Settlement
company_election
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$15.31
Underlying shares
55,519,268calculated: principal ÷ conversion price, unless directly stated
Dilution %
13.4%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Aug 1, 2032
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Redemption terms
Issuer call date
Nov 5, 2029
Issuer call condition
Redeemable for cash at the Company's option on or after November 5, 2029 and on or before the 30th scheduled trading day before maturity, if the last reported sale price of common stock exceeds 130% of the conversion price for a specified period and other liquidity conditions are met (minimum $100.0 million principal must remain outstanding for a partial redemption); also redeemable in whole, but not in part, as a cleanup redemption if less than 10% of the aggregate original principal amount remains outstanding.
Holder put terms
Noteholders may require the Company to repurchase the notes for cash upon a fundamental change, and at their option on November 1, 2030 (unless already called for redemption), in each case at principal plus accrued and unpaid interest.
Make-whole
Calling notes for redemption (including a cleanup redemption) constitutes a Make-Whole Fundamental Change, increasing the conversion rate in certain circumstances for notes converted after being called.
Economic analysis
Effective annual cost
0.00%coupon + capped-call cost amortized straight-line over the note's life
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $15.31Notes redeemed for cash at maturity (or company's election); no dilution.
Above $15.31In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
415,030,722
Stock price / market cap (as of issue date)
$8.9 · $3.64 mkt cap
Use of proceeds
Other financing outstanding (excl. this instrument)
SoftBank PIPE common stock investment (Star Beacon LLC) ($50.0M), 1.75% Convertible Senior Notes due 2030 ($172.5M), 0.00% Convertible Senior Notes due 2031 ($1.30B), 7.125% Senior Secured Notes due 2030 — Barber Lake (Cipher Compute LLC) ($1.40B), 7.125% Senior Secured Notes due 2030 add-on — Barber Lake (Cipher Compute LLC) ($333.0M), 6.125% Senior Secured Notes due 2031 — Black Pearl (Black Pearl Compute LLC) ($2.00B), Revolving Credit Facility (incl. $50M LC sublimit) ($200.0M), 6.000% Senior Secured Notes due 2031 — Stingray (Stingray Compute LLC) ($810.0M)
— of which existing debt
$6.27B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ProposedCipher proposes $850M convertible notes due 2032, exchanges 2030 notes
Oct 13, 2026PricedCipher prices $850M convertible notes due 2032, exchanges 2030 notes
Oct 14, 2026ClosedCipher Digital closes $850 million convertible notes offering
Oct 16, 2026