Cipher Digital拟发行8.5亿美元0息可转债并换股2030转债，盘前一度重挫逾13%

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 13, 2026
CIPHER DIGITAL INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-39625
85-1614529
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1 Vanderbilt Avenue
Floor 54
New York
,
New York
10017
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:
(332)
262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
CIFR
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
Regulation FD Disclosure.
In connection with the proposed offering discussed below, Cipher Digital Inc. (the “Company” or “Cipher”) has made available to potential investors a presentation with respect to marketing the offering. The investor presentation disclosed certain information that supplements or updates certain prior disclosures of the Company. Pursuant to Regulation FD, the Company is furnishing herewith such information as Exhibit 99.1 to this Current Report on Form
8-K.
The information contained in Item 7.01 of this Current Report (as well as in Exhibit 99.1 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01.
Other Events.
On October 13, 2026, the Company issued a press release announcing that it intends to offer, subject to market and other conditions, $850.0 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) 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, and grant to the initial purchasers of the notes 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 $150.0 million aggregate principal amount of the notes.
Concurrently with the offering, the Company expects to enter into separate, privately negotiated transactions with a limited number of holders of its 1.75% Convertible Senior Notes due 2030 (the “2030 notes”) to exchange a portion of the 2030 notes for shares of the Company’s common stock (the “Concurrent 2030 Notes Exchange”).
A copy of the press release announcing the offering and the Concurrent 2030 Notes Exchange is filed as Exhibit 99.2 to this Current Report on
Form 8-K
and is incorporated herein by reference.
The information included in this Current Report on Form
8-K
is neither an offer to sell nor a solicitation of an offer to buy any securities and does not constitute an offer to exchange or repurchase, or a notice of redemption with respect to, the 2030 notes.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form
8-K
that are not statements of historical fact, such as statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering of the notes, and the intended use of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form
8-K,
including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, the ability of Cipher’s customers, tenants, and other counterparties to perform their contractual obligations, the ability of Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form
10-Q
for the quarterly period ended June 30, 2026 filed with the SEC on August 4, 2026 and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
.
Exhibit
Number
Description
99.1
Investor Presentation of the Company, dated October 13, 2026
99.2
Press Release of the Company, dated October 13, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cipher Digital Inc.
Date: October 13, 2026
/s/ William Iwaschuk
William Iwaschuk
Co-President &
Chief Legal Officer

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EX-99.1
2
d134900dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1 Project Compass Investor Presentation October 2026
1
Legal Disclaimer This presentation is being made exclusively to
qualified institutional buyers ( QIBs ) as defined in Rule 144A ( Rule 144A ) und er the Securities Act of 1933, as amended (the Securities Act ). The securities described herein have not been and will not be registered under the Securities Act and
may not be offered or sold in the United States exc ept to QIBs in reliance on Rule 144A or pursuant to an exemption from or transaction not subject to the registration requirements of the Securities Act. This presentation shall not constitute an
offer to sell o r the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the se curities
laws of any such jurisdiction. Any purchaser of such securities will be deemed to have made certain representations and acknowledgments, including without limitation, that the purchaser is a QIB as defined in Rul e 144A under the Securities Act. An
offer to sell or a solicitation of an offer to buy any securities referenced herein will occur solely by means of a confidential offering memorandum, which may contain information different from the information contained in this presentation. Such
confidential offering memorandum will contain detailed information about Cipher Digital Inc. ( Cipher ) and its business and financial results, as well as its financial statements. This presentation is qualified in its entirety by such confidential
offering memorandum, which should be read completely before making any investment . 2
Forward -Looking Statements This communication contains certain forward
-looking statements within the meaning of the federal securities laws of the United S tates. The Company intends such forward -looking statements to be covered by the safe harbor provisions for forward -looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this statement for purposes of comp lying with these safe harbor provisions. Any statements made in this communication that are not statements of historical fact, s uch as, statements about the
Company’s beliefs and expectations regarding its future results of operations and financial position, it s p lanned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality an d timing
of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as jo int ventures and partnerships, and management plans and objectives, are forward -looking statements and should be
evaluated as such. These forward -looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “co uld,”
“seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,”
“opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such word s o r expressions).
These forward -looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its ma nagement, are inherently uncertain. Such forward -looking statements are subject to risks, uncertainties, and other
factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks an d uncertainties may emerge from time to time, and it is not possible to predict all risks and
uncertainties. Many factors cou ld cause actual future events to differ materially from the forward -looking statements in this communication, including but not limited to: vola tility in the price of Cipher’s securities due to a variety of
factors, including changes in the competitive and regulated in dus try in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or en gag e in various strategic
initiatives, variations in performance across competitors, changes in laws and regulations affecting C ipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize addition al
opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the o ther risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10
-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10 -Q for the quarterly period ended June 30, 2026 filed with the SEC
on August 4, 2026 , and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that co uld cause actual events and results to differ materially from those contained in the
forward -looking statements. Forward -looking statements speak only as of the date they are made. Readers are cau tioned not to put undue reliance on forward -looking statements, and Cipher assumes no obligation and, except as required by law, does
not intend to update or revise these forward -looking statements, whether as a result of new information, future events, or otherwise. Website Disclosure The Company maintains a dedicated investor website at
https://investors.cipherdigital.com/investors (“Investors’ Website”). Financial and other important information regarding the Company is routinely posted on and accessible through the Investors’ Website. Cipher uses its
Investors’ Website as a distribution channel of material information about the Company, including through pre ss releases, investor presentations, reports and notices of upcoming events. Cipher intends to utilize its Investors’ Website
as a channel of distribution to reach public investors and as a means of disclosing material non -public information for complying with disclosur e obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts
and other information a bou t the Company by visiting the “Email Alerts” option under the Investors Resources section of Cipher’s Investors’ Website and submit ting your email address. Non -GAAP Financial Measures This
communication includes supplemental financial measures, including projected net operating income (“NOI”) and average ann ualized NOI relating to the Company’s contracted data center capacity. The Company defines NOI as revenue less
project -level operating expense. These supplemental financial measures are not measurements of financial performance under accounting princ iples generally accepted in the United States (“GAAP”) and, as a result, these supplemental
financial measures may not be compar abl e to similarly titled measures of other companies. Management uses these non -GAAP financial measures internally to help understand , manage, and evaluate the expected operating performance of our data center
business and to help make operating decisions. W e believe the use of these non -GAAP financial measures can also facilitate comparison of our expected data center operating perfor mance to that of our competitors. Non -GAAP financial measures are
subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. Our non -GAAP financial measures are not meant to be consider ed in isolation and should be read only in
conjunction with our consolidated financial statements included in our filings wit h the SEC, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, man age and evaluate our
business performance and use the non -GAAP financial measures only supplementally. The contents and appearance of this presentation are copyrighted and the trademarks and service marks are owned by Cipher Dig ital Inc. All rights reserved.
3
Offering Summary Indicative Terms Issuer Cipher Digital Inc. (NASDAQ:
CIFR) Offering Type Senior Convertible Notes Due 2032 Ranking Senior Unsecured Execution Format 144A Base Deal Size $850MM Greenshoe $150MM Coupon [0.00%] ● Premium [ %] Maturity 6 Years (on November 1, 2032) Callable if less than 10% of the
aggregate principal amount of the notes remain outstanding; otherwise, non -callable for 3 -Years and provisionally callable thereafter if, among Call Feature other requirements, stock price is 130% of conversion price for a specified period of time
, with Table Make -Whole Put Feature Puttable at par after 4 years (on November 1, 2030), or in case of a fundamental change Settlement Cash, shares, or any combination (“Instrument X”) with one -time irrevocable election Takeover
Protection Standard Change of Control with Table Make -Whole Dividend Protection Standard Dividend Protection Fund the cost of entering into the capped call transactions, fund additional equity investment in the Barber Lake Facility project,
accelerate the build -out of high -performance Use of Proceeds computing pipeline, continue to expand its pipeline of development sites and for general corporate purposes Lock -Up Agreement 45 days for the Company, directors and executive officers
Expected Pricing Date Tuesday, October 13th post market close Bookrunners Morgan Stanley, Goldman Sachs Dilution Management Capped Call 4
Today’s Presenters Tyler Page Gregory Mumford Chief Executive
Officer Chief Financial Officer 5
Transaction Rationale Finance Investment in Barber Lake Lease Expansion
and Long -Term Tenant Alignment 1 Position Balance Sheet to Execute on Near Term Catalysts 2 Efficiently Equitize 2030 Convert 3 Maintain Access to Diverse Sources of Capital 4 6
Cipher Digital Overview Leading HPC Development Platform Built for
Hyperscale Vertically Integrated Developer & Operator In-house power origination, engineering, procurement, construction, and operations built to deliver hyperscale capacity at speed and at scale Current Portfolio (1) 907 MW of operating and
contracted capacity today, including three data center campus leases with the world’s leading hyperscalers Pipeline Capacity (2) ~3.4 GW of near term grid capacity energizing across 2027 -2030+, plus Barber Lake developing lateral pipelines
capable of delivering natural gas to various sites 700 MW $16.6 Bn 17.3 Years $843 MM (3) (4) Contracted Gross HPC Capacity Contracted Revenue (+46% vs. Q2) Portfolio WALT (+36% vs. Q2) Avg. Annualized NOI Note: All figures as of September 30, 2026
unless otherwise noted; (1) Based on gross MWs for executed HPC leases and current ly operating bitcoin self -mining capacity; (2) Gross pipeline capacity subject to ERCOT batch process; (3) Weighted Average Lease Term weighted on Contracted
Annualized Base Rent ; (4) Reflects average monthly net operating income, defined as revenue less project -level operating expenses, from August 2026 to July 2041 through the end of the Black Pearl base lease term, multiplied by twelve 7
Ongoing Execution and Pipeline Expansion Transformational Commercial
Milestones and Pipeline Expansion Highlight Strong Execution Momentum Colchis 1 GW Conditional Transformational Value Early Delivery of Initial Acquired Option for New Site Batch Zero Base Load in Creation at Barber Lake Capacity at Black Pearl in
Texas for up to 900 MW ERCOT Audit Process Colchis 1 GW site in Texas that has received New site, called Apollo, has been Strengthened tenant relationship by Amended Black Pearl lease at conditional Batch Zero base load submitted as a studied load
in Batch contracting directly with a leading tenant’s request, accelerating first Zero through ERCOT’s updated status as part of ERCOT’s audit AI lab for an additional 10 years capacity delivery by 2 months process process Total
contracted revenue at Barber First data center capacity was Site represents continued Land secured and deposits funded, Lake increases from $3.8Bn to over delivered in August, and rent has investment into the Texas HPC with target energization in
2028 $9Bn (~$5.2Bn incremental) commenced at the site infrastructure ecosystem Note: All figures as of September 30, 2026 unless otherwise noted 8
Investment in Barber Lake Lease Expansion Lease amendment adds $5.2Bn of
contracted revenue, 2x lease duration and materially enhances project returns Transaction Overview Key Deal Highlights • Transaction deepens Cipher's relationship with a leading AI lab, establishing a long -term $9.1 Bn commitment supporting
continued infrastructure utilization Contracted Revenue (+$5.2Bn incremental Rent) • Amended delivery framework establishes phased milestones aligned with tenant compute deployment 20 Years Base Lease Term • Tenant cost -sharing
framework provides rentalization of 50% of costs above the initial (+10 years supported by leading AI lab) $359mm threshold, including a return on capital Enhanced Returns Project IRR, MOIC, and NPV improve materially Note: All figures as of
September 30, 2026 unless otherwise noted; (1) Weighted Average Lease Term weighted on Contracted Ann ualized Base Rent 9 9
Investment in Barber Lake Lease Expansion 130%+ Contracted Revenue
Growth $9.5 billion Lease Amendment Economics: $10,000 total revenue with (1) • ~$750MM in additional project equity to support a 10 -year lease extension and additional rentalization $9,000 additional rent (PF project capitalization is 45%
Equity / 55% debt) • Lease amendment significantly improves Barber Lake's investment return profile $8,000 across all key financial metrics, inclusive of the additional capital required to complete the project $7,000 $6,000 (2) Base Revenue
Extension Revenue Illustrative Revenue with Rentalization $5,000 $4,000 $3,000 $5,191MM $2,000 $3,863MM $1,000 $0 – 2 4 6 8 10 12 14 16 18 20 Years Note: All figures as of September 30, 2026 unless otherwise noted; (1) Based on estimated cost
to complete as of 10/06/2026; (2) $480mm of additional revenue generated by rentalizing $187mm of additional costs to complete based on estimated cost to complete as of 10/06/2026 10 Cumulative Revenue ($MM)
Investment in Barber Lake Lease Expansion Incremental Capital Supports
Project Completion, with Lease Amendment Strengthening Long -Term Returns and Tenant Alignment Change Orders Costs to Complete Construction Additional Costs to Complete Memorialized by Lease Amendment $2,941 - 2,966 (187 - 200) $2,704 - 2,716 375 -
400 (50) 359 $2,157 50 50% of Rentalized Additional Costs to Complete provide incremental revenue over the 20 -year lease term Capitalized with: (1) $710MM Parent Equity $1,733MM HY Bond Original Reimbursed Additional Costs to Rentalized Additional
Illustrative Additional Costs to Reimbursed Net Cost (2) (3) Budget Change Orders Complete Costs to Complete EAC Complete Rentalized Change Orders to Cipher Note: All figures as of September 30, 2026 unless otherwise noted; (1) Includes funding for
IDC, DSRA and transaction fees; ( 2) Estimate -at-Completion (“EAC”) defined as current estimated all -in development cost for the project once completed; (3) Rentalized costs reimbursed to Cipher as additional rent over the 20 - 11 year
lease period, inclusive of a return on capital
Barber Lake Construction Update Barber Lake Approaching Initial Rent
Commencement with Critical Equipment Secured and Compute Deployment Underway • Construction remains on track to meet amended delivery milestones, with no rent credits incurred to date • Tenant deploying compute throughout the facility
• Equipment is fully secured, providing greater cost certainty, and delivery dates support completion targets Amended Delivery Schedule Original Rent Amended Rent Data Hall Commencement Dates Commencement Dates Data Hall 1 Q4 2026 Q4 2026 Data
Hall 2 Q4 2026 Q4 2026 Data Hall 3 Q4 2026 Q4 2026 – Q1 2027 Data Hall 4 Q4 2026 Q4 2026 – Q1 2027 Data Hall 5 Q1 2027 Q1 2027 Note: All figures as of September 30, 2026 unless otherwise noted 12 12
Portfolio Update Construction Progresses with Contractual Cost
Protections in Place Black Pearl Stingray • First data center capacity was delivered 2 months early in • Earthwork, grading, and pad preparation progressing on August, and rent has commenced at the site schedule and underground
electrical work has commenced • Remaining Phase I data halls are progressing through MEP fit -• Concrete foundations and steel erection underway out; Phase II concrete foundations, building steel, and electrical in progress; implementing
updated phased delivery schedule with tenant Note: All figures as of September 30, 2026 unless otherwise noted 13
Key Growth Highlights Significant Near -Term Catalysts Across Cipher's
Pipeline Position the Company for Its Next Phase of Growth Growing Our Pipeline Advancing Development Readiness 3.4 GW Near Term Advancing Cipher’s Proactive 2.5 GW BTM Geographic Grid Connected Engineering & Procurement Potential
Footprint Growth Pipeline Design Initiatives 1 GW FTM site expected Investment in lateral Acquired 3,600+ acres, Tangible investments Purchased fungible long - to energize in 2028 pipelines at multiple sites expanding our footprint developing
standardized lead equipment, such as to deliver natural gas to at each of our sites to engineering for future chillers and substations, support BTM capacity support expansion builds, improving for future sites , de- Ongoing interest across projects
schedule and cost risking supply chain the portfolio from Provides optionality to certainty hyperscalers and leading expand campuses AI labs irrespective of gird interconnection processes Note: All figures as of September 30, 2026 unless otherwise
noted 14
15

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EX-99.2
3
d134900dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Cipher Digital Announces Proposed Private Offering of $850.0 Million of 0.00% Convertible Senior Notes
Due
2032 and Concurrent Exchange of Convertible Senior Notes Due 2030
NEW YORK – October 13, 2026 –
Cipher Digital Inc.
(NASDAQ:CIFR)
(“Cipher” or the “Company”), a
leading developer, owner and operator of industrial-scale data centers, today announced its intention to offer, subject to market and other conditions, $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the
“notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Cipher
also expects to grant the initial purchasers of the notes a
13-day
option to purchase up to an additional $150.0 million aggregate principal amount of notes. Concurrently with the offering, Cipher
expects to enter into separate, privately negotiated transactions to exchange a portion of its outstanding 1.75% Convertible Senior Notes due 2030 (the “2030 notes”).
The final terms of the notes, including the initial conversion rate and certain other terms, will be determined at the time of pricing of the offering. When
issued, the notes will be senior, unsecured obligations of Cipher. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on November 1, 2032, unless earlier repurchased, redeemed
or converted. Prior to August 1, 2032, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Cipher will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share (“common stock”), or a combination of cash
and shares of its common stock, at Cipher’s election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash
at Cipher’s option at any time, and from time to time, on or after November 5, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cipher’s
common stock exceeds 130% of the conversion price for a specified period of time. Cipher may also redeem the notes, in whole but not in part, at any time if the aggregate principal amount of notes then outstanding is less than 10% of the aggregate
principal amount of notes initially issued (including any notes issued pursuant to the initial purchasers’ option to purchase additional notes). The redemption price will be equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute
a “fundamental change” occur, then, subject to a limited exception, noteholders may require Cipher to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus
accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date. In addition, unless Cipher has previously called all outstanding notes for redemption, noteholders may at their option require
Cipher to repurchase their notes for cash on November 1, 2030 at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the
repurchase date.
Cipher intends to use the net proceeds from the offering to fund the cost of entering into the capped call
transactions described below and use the remainder of the net proceeds to fund additional equity investment in the Barber Lake project, support the
build-out
of its high-performance computing (HPC) strategy
across its near-term pipeline, continue to expand its pipeline of development sites, and for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then Cipher intends to use a portion of the
additional net proceeds to fund the cost of entering into additional capped call transactions.
Concurrently with the offering, in separate, privately
negotiated transactions, Cipher expects to enter into exchange agreements with a limited number of holders of the 2030 notes to exchange a portion of the outstanding 2030 notes for shares of Cipher’s common stock (the “Concurrent 2030
Notes Exchange”).
Holders of the 2030 notes that participate in any such exchanges may purchase or sell shares of Cipher’s common stock in
the open market and/or enter into or unwind various derivative transactions to unwind any hedge positions they may have with respect to the 2030 notes or to hedge their exposure in connection with these transactions. These activities could increase
(or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of Cipher’s common stock.
In
connection with the pricing of the notes, Cipher expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option
counterparties”).
The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Cipher’s
common stock that will initially underlie the notes. The capped call transactions are generally expected to reduce the potential dilution to Cipher’s common stock upon any conversion of the notes and/or offset any potential cash payments
Cipher is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Cipher expects the option counterparties or their respective affiliates
will enter into various derivative transactions with respect to Cipher’s common stock and/or purchase shares of Cipher’s common stock concurrently with or shortly after the pricing of the notes, including with, or from, certain investors
in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cipher’s common stock or the notes at that time.
In addition, Cipher has been advised to expect that the option counterparties or their respective affiliates may modify their hedge positions by entering into
or unwinding various derivatives with respect to Cipher’s common stock and/or purchasing or selling shares of Cipher’s common stock or other securities of Cipher in secondary market transactions following the pricing of the notes and
prior to the maturity of the notes (and are likely to do so (x) on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 30 trading day period
beginning on the 31
st
scheduled trading day prior to the maturity date of the notes and (y) following any early conversion of the notes,
any repurchase of the notes by Cipher on any fundamental change repurchase date, any optional repurchase date, any redemption date or any other date on which the notes are repurchased by Cipher, in each case if Cipher exercises the relevant election
to terminate the corresponding portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Cipher’s common stock or the notes, which could affect noteholders’ ability
to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of
the notes.
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, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and any other applicable 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, nor will there be any sale
of the notes or any such shares in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
J. Wood Capital Advisors LLC is acting as financial advisor to the Company.
About Cipher
Cipher develops and operates
industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real
estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development
platform that is built for hyperscale.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor
provisions. Any statements made in this press release that are not statements of historical fact, such as statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering of the notes,
the initial purchasers’ option to purchase additional notes, the expected amount and intended use of the net proceeds, the anticipated terms of, and the effects of, the Concurrent 2030 Notes Exchange and the anticipated terms of, and the
effects of entering into, the capped call transactions, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely
result,” “continue,” and similar expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable
by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward
looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this press release, including but not limited to: whether the offering and the Concurrent 2030 Notes Exchange will be completed on the anticipated terms or at all, whether the capped call transactions will become effective, volatility in the price
of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our
business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, the ability of Cipher’s customers, tenants, and other counterparties to
perform their contractual obligations, the ability of Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation
of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form
10-K
for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, and our Quarterly Report on Form
10-Q
for the fiscal quarter ended June 30, 2026 filed with the SEC on August 4, 2026, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Digital
courtney.knight@cipherdigital.com
Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com