Cipher Digital Inc.: prices $850,000,000 convertible notes

What happened

• On Oct 14, 2026, Cipher Digital Inc announced the pricing of its $850,000,000 aggregate principal amount of 0.00% convertible senior notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A.
• The company granted the initial purchasers a 13-day option to purchase up to an additional $150,000,000 aggregate principal amount of notes.
• Concurrently, the company expects to exchange approximately $165,900,000 principal amount of its 1.75% Convertible Senior Notes due 2030 for aggregate consideration (inclusive of accrued interest) consisting of approximately 40.7 million shares of common stock.

Key details

• Amount of notes offered: $850,000,000 aggregate principal; additional option: $150,000,000; coupon: 0.00%; maturity: 2032.
• Concurrent exchange: approximately $165,900,000 principal of 1.75% Convertible Senior Notes due 2030 for approximately 40.7 million shares (inclusive of accrued interest).
• Offering format: private offering under Rule 144A to qualified institutional buyers; press release dated Oct 14, 2026 announced the pricing.

Why it may matter

• This report was made under Item 8.01 (Other events), which covers the announced pricing of the convertible notes and the expected concurrent exchange of the 2030 notes.
• A filing does not show why the insider traded or why the company acted.