Cipher Mining prices $1.1B 0% convertible notes due 2031; upsized from $800M

Cipher Digital Inc.

Upsized offering: $1.1B aggregate principal, 0.00% coupon, matures Oct 1, 2031; initial purchasers have 13-day option for additional $200M.
Initial conversion price ~$16.03/share (37.5% premium over $11.66 closing on Sept 25, 2025).
Net proceeds ~$1.08B ($1.27B with option exercise); ~$70M for capped call, balance for Barber Lake data center and HPC strategy.
Capped call transactions with cap price $23.32/share to mitigate dilution upon conversion.
Stockholder approval required for settlement in shares if conversion exceeds authorized share count.

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