Cipher Mining proposes $800M 0.00% convertible notes due 2031, plus $120M option

Cipher Digital Inc.

Offering of $800M aggregate principal of 0.00% convertible senior notes due 2031; initial purchasers get 13-day option for additional $120M.
Notes mature Oct 1, 2031; no regular interest; conversion conditions: prior to July 1, 2031 only upon certain triggers, thereafter anytime.
Proceeds to fund Barber Lake data center construction, accelerate HPC strategy across 2.4 GW pipeline, expand development sites, and general purposes.
Company expects to enter capped call transactions to reduce dilution on conversion, subject to obtaining stockholder approval to increase authorized shares.
Private offering under Rule 144A; notes and underlying shares not registered under Securities Act.

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