Cipher Digital prices $850M 0.00% convertible notes due 2032; swaps $165.9M of 2030 notes for 40.7M shares

Cipher Digital Inc.

$850.0M 0.00% convertible senior notes due Nov 1, 2032; initial conversion price ~$15.31/share (65.3211 shares per $1,000 principal).
Concurrent 2030 notes exchange retired ~$165.9M of 1.75% converts for ~40.7M shares; ~$6.6M of 2030 notes remain outstanding.
Capped call transactions cost ~$89.7M with initial cap price $28.35, a 150% premium to the Oct 13, 2026 closing price, to offset dilution.
Notes redeemable for cash on/after Nov 5, 2029 if stock exceeds 130% of conversion price; holders may require repurchase Nov 1, 2030.
Default settlement method switched to physical settlement for outstanding 2030 and 2031 convertible notes for conversions on/after Oct 16, 2026.

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