Key Highlights

● Cipher priced US$850.0 million of 0.00% convertible notes due 2032 on 14 October 2026.

● Net proceeds are about US$835.1 million, with capped calls costing about US$89.7 million.

● Second-quarter revenue was US$24.8 million, all from bitcoin mining, down from US$43.6 million.

● Black Pearl delivery began in early August, two months ahead of schedule.

Latest verified development

On 14 October 2026 Cipher Digital Inc. (NASDAQ:CIFR), formerly Cipher Mining Inc., priced a private offering of US$850.0 million of 0.00% convertible senior notes due 2032, sold to qualified institutional buyers, with settlement scheduled for 16 October. Initial purchasers hold a 13-day option for up to US$150.0 million more. The notes carry no regular interest, mature on 1 November 2032, and convert at about US$15.31 per share, a conversion premium of about 35%.

Net proceeds are about US$835.1 million. Around US$89.7 million funds capped-call transactions with a US$28.35 cap price, and the remainder is intended for an additional equity investment in the Barber Lake project, the high-performance computing build-out, site pipeline expansion and general purposes. Cipher also expects to exchange about US$165.9 million of 1.75% notes due 2030 for roughly 40.7 million shares.

Second-quarter results

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 update does 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 it alone.

The data-centre transition

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.

Notes settlement and the rent ramp

Dated items in the financing 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. The capped call is designed to reduce dilution up to the US$28.35 cap.

The second quarter shows the size of the transition: US$24.8 million of mining revenue against US$66.7 million of interest expense, with rent now commencing at Black Pearl and Barber Lake and borrowings of US$5.45 billion to be serviced from contracted data-centre revenue.