Highlights

  • Cipher priced US$850 million of zero-interest convertible senior notes due November 2032, with settlement scheduled for October.
  • The offering has an initial conversion price near US$15.31 per share and a 35% stated premium.
  • Net proceeds of about US$835.1 million include US$89.7 million earmarked for capped-call transactions under the plan.
  • Second-quarter revenue fell to US$24.8 million as the company advanced its shift toward data-centre leasing.

A US$850 million zero-coupon convertible-note offering is the latest financing step in Cipher Digital (NASDAQ:CIFR)’s data-centre transition. Priced on 14 October, the notes are due in 2032 and were scheduled to settle on 16 October. Proceeds are intended partly for the Barber Lake project and wider high-performance computing development.

A Closer Look at the Quarter

In its 4 August update, Cipher reported second-quarter revenue of US$24.8 million, all from bitcoin mining, down from US$43.6 million a year earlier. The net loss was US$267.5 million, or US$0.65 per share, including a non-cash US$150.5 million change in the fair value of a warrant liability and US$66.7 million of interest expense. Adjusted EBITDA was a loss of US$30.0 million.

The balance sheet reflects the build-out: cash of US$831.8 million, restricted cash of US$3.19 billion current and US$539.5 million non-current, and long-term borrowings of US$5.45 billion, up from US$2.71 billion at the end of 2025. The release did not disclose total contracted capacity in megawatts or the economics of the Black Pearl lease, so the scale of future rent cannot be estimated from that document alone, and more is needed.

From Mining to Computing

Cipher is shifting from mining towards leasing capacity to a hyperscale tenant. The Black Pearl lease was amended at the tenant's request to speed initial delivery; delivery began in early August, two months ahead of schedule, and rent has commenced. Barber Lake is moving towards completion with the tenant beginning beneficial use. A bond offering fully funded the Stingray data centre through substantial completion.

The company also acquired an option on a site near San Antonio that can support up to 900 megawatts, which is an option rather than a signed lease. On 25 September it announced a longer Barber Lake lease term, and on 14 September it committed US$10 million with Fluidstack and Anthropic to a Colorado City water system, according to its press-release list.

Trading Context

Cipher shares closed at US$9.94 on Wednesday 14 October 2026 and US$10.04 on Thursday 15 October, up 1.0%, with Thursday volume of about 76 million shares, in the supplied market data. Against the US$11.34 close on 13 October cited in the note offering, Wednesday's close was about 12% lower, based on the reported figures; the stock may have reflected the financing and hedging activity the release describes, but no direct causal statement was found.

Milestones Still Ahead

Dated items include settlement of the notes on 16 October, the initial purchasers' 13-day option, and the exchange of 2030 notes into shares, which adds roughly 40.7 million shares. Readers may weigh the capped call, which is designed to reduce dilution up to the US$28.35 cap, against the share issuance in the exchange.