Cipher Digital raises $850M through zero-coupon notes and share-for-debt exchange

Cipher Digital announced a $850M offering of zero-coupon convertible senior notes due 2032, alongside an exchange of $165.9M of existing convertible notes for 40.7M common shares. The financing is intended to support data-center and power infrastructure expansion, including the Barber Lake project. Cipher Digital shares fell 25.7% during the week ended October 15, 2026, as investors focused on dilution and leverage.

The transaction gives Cipher Digital capital for expansion without immediate cash interest expense but increases debt and potential or immediate equity dilution for existing shareholders. The company plans to use the proceeds for Barber Lake construction and other high-performance computing infrastructure, while it must absorb the first $359.3 million in construction cost overruns at the project.

  • 1The notes carry a 0.00% coupon and include an option for initial buyers to purchase up to an additional $150M.
  • 2Cipher Digital agreed to exchange its 1.75% convertible notes due 2030 for approximately 40.7 million common shares.
  • 3The company plans to fund capital expenditures for the Barber Lake data-center expansion, where it absorbs the first $359.3 million in construction cost overruns.
  • 4The financing supports a power strategy targeting as much as 2.5GW of on-site generation for high-performance computing operations.
  • 5Cipher Digital's stock was down 66.7% from its 52-week high of $30.14 as of the close on Thursday, October 15.

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