Cipher Mining prices $1.1 billion convertible notes offering

Cipher Mining Inc. (NASDAQ: CIFR) announced the pricing of $1.1 billion in convertible senior notes due 2031 in a private offering to qualified institutional buyers. The offering size was increased from the previously announced $800 million.

The notes carry a 0.00% interest rate and will mature on October 1, 2031. The initial conversion rate is set at 62.3733 shares per $1,000 principal amount of notes, representing a conversion price of approximately $16.03 per share. This reflects a 37.5% premium over Cipher's closing stock price of $11.66 on September 25, 2025.

The company granted initial purchasers a 13-day option to purchase up to an additional $200 million of notes. The issuance is scheduled to settle on September 30, 2025.

Cipher estimates net proceeds of approximately $1.08 billion after fees, or $1.27 billion if the additional notes option is exercised fully. The company plans to use about $70 million for capped call transactions and the remainder for data center construction at its Barber Lake facility, high-performance computing strategy development across its 2.4 gigawatt pipeline, site expansion, and general corporate purposes.

The notes will be convertible under certain conditions prior to July 1, 2031, and at any time thereafter until maturity. Cipher can redeem the notes starting October 5, 2028, if its stock price exceeds 130% of the conversion price for a specified period. Noteholders can require repurchase on October 1, 2029, or upon certain corporate events.

Cipher entered into capped call transactions with initial purchasers and other financial institutions. The cap price is set at $23.32 per share, representing a 100% premium over the September 25 closing price. J. Wood Capital Advisors served as financial advisor.

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