$CIFR · Cipher Digital Inc.

Cipher Digital Inc. filed an 8-K disclosing the issuance of $850 million in 0.00% Convertible Senior Notes due 2032, with an initial purchasers' option for an additional $150 million. The notes carry a conversion price of approximately $15.31 per share. Concurrently, the company changed the default settlement method on its existing 1.75% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2031 to Physical Settlement, meaning future conversions will be settled in shares rather than cash.

Extended-hours last trade at $8.93, down 0.54% from the $8.98 regular close. The $15.31 conversion price represents a ~71% premium to current levels, suggesting limited near-term dilution concern but the additional $850M–$1B in convertible debt adds to an already heavy $1.3B+ convertible stack.

Cipher's convertible debt stack now exceeds $2.1B across three zero- or near-zero-coupon tranches, and the physical settlement election means any future conversions will dilute equity holders directly

Bitcoin miners continue to tap convertible debt markets for zero-coupon financing, following the playbook of peers like MARA and Core Scientific who have used similar structures to fund operations and HODL strategies without immediate cash interest costs.

The physical settlement election on existing 2030 and 2031 notes means future conversions will deliver shares rather than cash, creating potential dilution risk. The new $850M notes add to an already substantial convertible debt load exceeding $2.1B across three tranches.