$CIFR · Cipher Digital Inc.

Cipher Digital filed an 8-K announcing a proposed private offering of $850M aggregate principal amount of 0.00% convertible senior notes due 2032, with a $150M greenshoe option. Concurrently, Cipher will exchange a portion of its 1.75% Convertible Senior Notes due 2030 for common stock. The filing also includes an investor presentation detailing a Barber Lake lease amendment that adds $5.2B in incremental contracted revenue, bringing the total to $9.1B over a 20-year base lease term with a leading AI lab.

Extended-hours trading shows CIFR down 12.54% to $11.37 vs the $13.00 regular close, suggesting the market is reacting negatively to the dilutive potential of the $850M convertible offering and concurrent 2030 note exchange for equity. The 0.00% coupon signals aggressive terms that may concern existing shareholders.

A $5.3B market-cap company simultaneously launching an $850M convertible offering, exchanging existing converts for equity, and expanding its flagship lease to $9.1B contracted revenue represents a ch

Cipher is scaling aggressively in the hyperscale HPC data center space, competing with CoreWeave, Crusoe, and traditional colocation providers. The $9.1B contracted revenue figure and 20-year lease with a leading AI lab signal hyperscaler demand for dedicated, power-ready capacity remains intense.

The convertible notes are senior unsecured obligations; if not converted, $850M+ in principal comes due. The Barber Lake lease amendment requires ~$750MM in additional project equity, and cost overruns of $187-200MM are noted. Capped call transactions may not fully offset dilution.