Core Viewpoint - Cipher Mining Inc. has announced the pricing of a $1.1 billion offering of 0.00% convertible senior notes due 2031, increasing from a previously announced size of $800 million, with settlement scheduled for September 30, 2025 [1][5] Group 1: Offering Details - The notes will be senior, unsecured obligations of Cipher, maturing on October 1, 2031, and will not bear regular interest [2] - The initial conversion rate is set at 62.3733 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $16.03 per share, representing a 37.5% premium over the last reported sale price of $11.66 on September 25, 2025 [2] - Cipher has granted initial purchasers a 13-day option to purchase up to an additional $200 million aggregate principal amount of notes [1] Group 2: Use of Proceeds - Cipher estimates net proceeds from the offering to be approximately $1.08 billion, or $1.27 billion if the option for additional notes is fully exercised, with plans to use $70 million for capped call transactions and the remainder for data center construction, HPC strategy acceleration, and general corporate purposes [5] Group 3: Capped Call Transactions - Cipher has entered into capped call transactions to cover the number of shares underlying the notes, with an initial cap price of $23.32 per share, a 100% premium over the last reported sale price [6] - These capped call transactions are expected to reduce potential dilution upon conversion of the notes and offset any cash payments exceeding the principal amount of converted notes [7] Group 4: Redemption and Repurchase - The notes are redeemable at Cipher's option starting October 5, 2028, if the last reported sale price exceeds 130% of the conversion price for a specified period [3] - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus accrued interest [4]

NEW YORK, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”), a leading developer and operator of industrial-scale data centers, today announced its intention to offer, subject to market and other conditions, $800 million aggregate principal amount of 0.00% convertible senior notes due 2031 (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 ...