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]

Core Viewpoint - Cipher Mining Inc. plans to offer $800 million in convertible senior notes due 2031, with an option for an additional $120 million, to fund data center construction and other corporate purposes [1][5]. Offering Details - The notes will be 0.00% convertible senior notes, maturing on October 1, 2031, and will not bear regular interest [1][2]. - The notes will be convertible under specific conditions before July 1, 2031, and at any time thereafter until maturity [2]. - Cipher will have the option to redeem the notes starting October 5, 2028, if certain stock price conditions are met [3]. Repurchase Conditions - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus any accrued interest [4]. Use of Proceeds - A portion of the net proceeds will fund capped call transactions, data center construction at Barber Lake, and the acceleration of the high-performance computing strategy [5]. Capped Call Transactions - Cipher expects to enter into capped call transactions to reduce potential dilution from the notes and offset cash payments upon conversion [6][7]. - The capped call transactions will cover shares of Cipher's common stock and are subject to anti-dilution adjustments [7]. Market Impact - The establishment of hedges related to the capped call transactions may influence the market price of Cipher's common stock and the notes [8][9]. Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing hosting, aiming to lead in innovation within the industry [12].