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Cipher Mining Upsizes Convertible Note Offering to $1.1B

Cipher Mining (CIFR) has priced a $1.08 billion private offering of 0.00% convertible senior notes due 2031, up from an initial target of $800 million.

The senior unsecured notes are convertible at $16.03 per share, representing a 37.5% premium to Thursday’s $11.66 closing price. Investors may demand repurchase at par in 2029, while Cipher can redeem the notes starting in 2028 if its shares trade 30% above the conversion price.

Proceeds are earmarked for capped call transactions to limit share dilution, the Barber Lake data center buildout, and expansion of Cipher’s 2.4 GW high-performance computing pipeline.

The financing follows Cipher’s recent $3 billion AI hosting agreement with Google and Fluidstack, reinforcing its strategic push into high-performance computing and AI infrastructure.

CIFR shares fell as much as 17% on Thursday and were down an additional 1% in premarket trading at $11.55. Analysts noted that short-term pressure likely came from delta hedging by banks involved in the offering, a phenomenon commonly observed in similar convertible note deals at Strategy and Semler Scientific.