Cipher Digital Inc.: intends to offer $850,000,000 convertible notes

What happened On Oct 13, 2026, Cipher Digital Inc. issued a press release announcing that it intends to offer, subject to market and other conditions, $850,000,000 aggregate principal amount of convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The press release states the initial purchasers will have an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150,000,000 aggregate principal amount of the notes. The company also made available an investor presentation pursuant to Regulation FD.

Key details

• $850,000,000 aggregate principal amount of convertible senior notes due 2032, with an initial purchaser option for up to $150,000,000 more within a 13-day period.
• Offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A.
• Concurrently expects to enter into separate, privately negotiated transactions to exchange a portion of its 1.75% convertible senior notes due 2030 for shares of common stock (the Concurrent 2030 Notes Exchange).
• The company filed an 8-K on Oct 13, 2026 and included forward-looking statements and references to its Form 10-K filed Feb 24, 2026 and Form 10-Q filed Aug 4, 2026.

Why it may matter This Current Report on Form 8-K reports Item 7.01 (Regulation FD disclosure) and Item 8.01 (other events) describing the investor presentation and the intended offering of convertible senior notes and the Concurrent 2030 Notes Exchange. A filing does not show why the insider traded or why the company acted.