Cipher Mining set the size of its private convertible note sale at $1.1 billion, redrawing the balance sheet and setting the pace for building more data centres and high-performance-computing (HPC) sites. The notes are zero-coupon senior debt due October 1, 2031, with cash and securities settling on September 30, 2025. Because the issue carries a zero coupon and a fixed conversion ratio, the ultimate effect on share count and on funding for new facilities is large.
The original $800 million target grew to $1.1 billion as the book expanded. Each $1,000 note converts into 62.3733 shares, equal to $16.03 per share, a 37.5% premium over the $11.66 close on September 25, 2025. Cipher will deploy roughly $70 million of net cash into capped call agreements to curb dilution, with the balance earmarked to fund the Barber Lake data centre project, accelerate a 2.4 GW HPC roll-out, and buy additional land. Cash and securities will change hands on September 30, 2025.
Dilution management of Cipher Mining
To soften future dilution, the company bought capped calls capping the conversion price at $23.32, double the September 25 reference price. Starting October 5, 2028, Cipher may redeem the notes for cash if the stock trades above 130% of the conversion price during a defined window. The structure frees the firm from interest payments today, but ties future outlays to share price performance and leaves the door open for either equity dilution or a cash redemption.
Whether the larger capital base adds value or simply spreads it across more shares will hinge on execution: cash and securities settle on September 30, 2025, and the speed of Barber Lake construction along with the 2.4 GW HPC roll-out will determine the outcome.
