Cipher Digital prices $850 million 0% convertible notes due 2032
On October 16, 2026, Cipher Digital issued $850.0 million of 0.00% convertible senior notes maturing November 1, 2032, with a 13-day option for initial purchasers to buy up to $150 million more. The company also entered capped call transactions costing about $89.7 million, which are expected to reduce potential dilution from conversions, and agreed to exchange about $165.9 million of its 2030 notes for about 40.7 million shares of common stock. The notes add debt and could dilute shareholders if converted, though the filing says the capped calls are expected to offset some of that dilution.
Key points
- $850.0 million principal of 0.00% convertible senior notes due November 1, 2032; initial purchasers have a 13-day option for up to an additional $150,000,000
- Initial conversion price of about $15.31 per share (65.3211 shares per $1,000 principal)
- Capped call transactions cost about $89.7 million, with a cap price of $28.35, a 150% premium over the October 13, 2026 last sale price
- Concurrent exchange of about $165.9 million of 1.75% 2030 notes for about 40.7 million shares of common stock
The filing
Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 16, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.