Cipher Digital Inc: issues $850,000,000 0.00% convertible notes due Nov 1, 2032

What happened

• Cipher Digital Inc. announced that on Oct 16, 2026 it issued $850,000,000 aggregate principal amount of its 0.00% convertible senior notes due Nov 1, 2032 (the "Notes") under an indenture dated Oct 16, 2026 with U.S. Bank Trust Company, National Association, as trustee. The company granted the initial purchasers a 13-day option to purchase up to an additional $150,000,000 aggregate principal amount of Notes. In connection with the offering, the company entered into capped call transactions on Oct 13, 2026 and completed a concurrent exchange of certain 2030 notes on Oct 16, 2026.

Key details (bullet points)

• principal and maturity: $850,000,000 aggregate principal amount; maturity date Nov 1, 2032; Notes bear no regular interest and principal will not accrete.
• conversion terms: initial conversion rate 65.3211 shares per $1,000 principal amount (initial conversion price approximately $15.31 per share); conversions may be settled in cash, shares of common stock, or a combination at the company's election; certain conditions limit convertibility prior to Aug 1, 2032.
• capped call transactions: cover the shares initially underlying the Notes; initial cap price $28.35 (150% premium to the Oct 13, 2026 last reported sale price); cost to the company approximately $89,700,000; confirmations filed as Exhibit 10.1.
• concurrent exchange and remaining 2030 notes: pursuant to exchange agreements, approximately $165,900,000 aggregate principal amount of 2030 notes were exchanged for approximately 40,700,000 shares of common stock; approximately $6,600,000 principal amount of 2030 notes remain outstanding.
• priority and collateral: the Notes are senior unsecured obligations equal in right of payment with the company's existing and future senior unsecured indebtedness (including remaining 2030 notes and $1,300,000,000 principal amount of 0.00% convertible senior notes due 2031), are effectively subordinated to secured indebtedness to the extent of collateral (including a $200,000,000 revolving credit facility) and are structurally subordinated to liabilities of the company's subsidiaries.
• change in default settlement method: the company delivered notices on Oct 16, 2026 to holders of its outstanding 2030 notes and 0.00% convertible senior notes due 2031 that, unless otherwise specified, conversions of each series will be settled via physical settlement; the notice is filed as Exhibit 99.1.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing the indenture and the Notes, Item 2.03 (creation of a direct financial obligation), Item 3.02 (unregistered sales of equity securities) for the concurrent 2030 notes exchange, and Item 7.01 (Regulation FD disclosure) for the change in default settlement method. This filing does not show why the insider traded or why the company acted.