Cipher Mining Inc. (NASDAQ:CIFR) has announced the pricing of an upsized private offering of $1.1 billion of 0.00% convertible senior notes due 2031. This offering was increased from the previously announced size of $800 million. The net proceeds to Cipher from the offering are estimated to be approximately $1.08 billion, or around $1.27 billion if the initial purchasers exercise their option to purchase additional notes in full.
The initial conversion rate for the notes will be 62.3733 shares of Cipher's common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $16.03 per share of common stock. This initial conversion price represents a premium of approximately 37.5% over the last reported sale price of Cipher’s common stock on September 25, 2025, which was $11.66 per share.
Cipher intends to use approximately $70.0 million of the net proceeds from the offering to fund the cost of entering into capped call transactions and the remainder to finance a portion of the company’s data center construction at the Barber Lake facility, accelerate the build-out of its high-performance computing (HPC) strategy across its 2.4 GW pipeline, and continue to expand its pipeline of development sites, among other general corporate purposes.
In connection with the pricing of the notes, Cipher entered into privately negotiated capped call transactions with certain initial purchasers or their affiliates and other financial institutions. The cap price of the capped call transactions will initially be $23.32 per share, representing a premium of 100% over the last reported sale price of Cipher’s common stock on September 25, 2025.
The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any shares of common stock issuable upon conversion of the notes.
Cipher Mining Inc. is a leading developer and operator of industrial-scale data centers for Bitcoin mining and HPC hosting, with a focus on innovation and market leadership in these areas. As a result of these announcements, the company's shares have moved 0.9% on the market, and are now trading at a price of $11.765. Check out the company's full 8-K submission here.
