Cipher Digital 定价8.5亿美元零息可转债，并用约4,070万股置换1.659亿美元2030年票据

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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 14, 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 8.01.
Other Events.
On October 14, 2026, Cipher Digital Inc. (the “Company”) issued a press release announcing the pricing of its $850.0 million aggregate principal amount of 0.00% 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. The Company granted 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, in separate, privately negotiated transactions with a limited number of holders of its 1.75% Convertible Senior Notes due 2030 (the “2030 notes”), the Company expects to exchange approximately $165.9 million principal amount of the 2030 notes for aggregate consideration (inclusive of accrued interest) consisting of approximately 40.7 million shares of the Company’s common stock (the “Concurrent 2030 Notes Exchange”).
A copy of the press release announcing the pricing of the offering and the Concurrent 2030 Notes Exchange is filed as Exhibit 99.1 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.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
.
Exhibit
Number
Description
99.1
Press Release of the Company, dated October 14, 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 14, 2026
/s/ William Iwaschuk
William Iwaschuk
Co-President &
Chief Legal Officer

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EX-99.1
2
d77312dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Cipher Digital Announces Pricing of 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 14, 2026 –
Cipher Digital
Inc.
(NASDAQ:CIFR)
(“Cipher” or the “Company”), a leading developer, owner and operator of industrial-scale data centers, today announced the pricing of its offering of $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”). The issuance and sale of the notes are scheduled to settle on October 16, 2026, subject to customary closing conditions. Cipher granted 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 exchange a portion of its outstanding 1.75% Convertible Senior
Notes due 2030 (the “2030 notes”).
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 initial conversion rate will be 65.3211
shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $15.31 per share of common stock. The initial conversion price represents a premium of approximately 35.0% over the last
reported sale price of $11.34 per share of Cipher’s common stock on October 13, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
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 and certain other conditions are satisfied. 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) and certain other conditions are satisfied. 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 estimates that the net proceeds to it from the offering will be approximately $835.1 million (or approximately $982.5 million if the initial
purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions but before deducting Cipher’s estimated offering expenses. Cipher intends to use approximately
$89.7 million of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below and use the remainder to fund the 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 with a limited number of holders of the 2030 notes, Cipher expects to exchange
approximately $165.9 million principal amount of the 2030 notes for aggregate consideration (inclusive of accrued interest) consisting of approximately 40.7 million 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 entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and certain 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 initially underlie the notes. The cap price of the capped call transactions will initially be $28.35 per
share, which represents a premium of 150% over the last reported sale price of Cipher’s common stock of $11.34 per share on October 13, 2026, and is subject to certain adjustments under the terms of the capped call transactions. 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 completion of the offering, the initial purchasers’ option to purchase additional notes, the expected amount
and intended use of the net proceeds, the completion and the effects of the Concurrent 2030 Notes Exchange 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 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 press release, including but not limited to:
whether the offering and the Concurrent 2030 Notes Exchange will be completed, including the satisfaction of the related closing conditions, 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 Cipher may make to modify aspects of Cipher’s
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 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, and Cipher’s 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