Cipher Mining issues $1.3 billion in convertible notes due 2031

Cipher Mining Inc. (NASDAQ:CIFR), currently valued at $4.95 billion in market capitalization, announced Wednesday that it has issued $1.3 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031. The company, which maintains a healthy current ratio of 4.18, demonstrating strong liquidity, has seen its stock surge over 171% year-to-date. According to InvestingPro analysis, which offers 16+ additional investment insights for this stock, analysts expect the company to become profitable this year. The notes were issued on September 30, 2025, under an indenture with U.S. Bank Trust Company, National Association as trustee, according to a press release statement based on a recent SEC filing.

The notes are senior, unsecured obligations of Cipher Mining and will mature on October 1, 2031, unless earlier repurchased, redeemed, or converted. The company granted initial purchasers a 13-day option to buy up to an additional $200 million in notes, which was fully exercised as part of this issuance.

The notes do not bear regular interest and the principal amount will not accrete. They are convertible prior to July 1, 2031, only upon satisfaction of certain conditions and during specified periods. After that date, the notes will be convertible at any time until the close of business on the second scheduled trading day before maturity. Cipher Mining may settle conversions in cash, shares of its common stock, or a combination, at its discretion, subject to stockholder approval to increase the number of authorized shares if needed.

The initial conversion rate is 62.3733 shares per $1,000 principal amount of notes, representing an initial conversion price of approximately $16.03 per share. This rate is subject to adjustments in accordance with the terms of the indenture. For context, the stock is currently trading at $12.59, with a 52-week range of $1.86 to $15.54, reflecting significant price volatility over the past year. If certain corporate events defined as a “Make-Whole Fundamental Change” occur, the conversion rate may be increased for a limited period.

The notes are redeemable at Cipher Mining’s option for cash, in whole or in part, from October 5, 2028, through the 30th scheduled trading day before maturity, provided certain conditions are met, including the company’s stock trading above 130% of the conversion price for specified periods.

In connection with the offering, Cipher Mining also entered into capped call transactions with financial institutions. These transactions are designed to reduce potential dilution upon conversion of the notes. The cap price for these transactions is initially set at $23.32 per share, double the last reported sale price of the company’s stock on September 25, 2025. The total cost of the capped call transactions was approximately $82.7 million.

This information is based on a press release statement and details provided in Cipher Mining’s recent SEC filing.

In other recent news, Cipher Mining has been the focus of several analyst upgrades following significant developments. H.C. Wainwright increased its price target for Cipher Mining to $17, reflecting a shift in valuation methodology to a sum-of-the-parts approach. Keefe, Bruyette & Woods raised their target to $13, citing Cipher Mining’s first high-performance computing (HPC) colocation agreement with Fluidstack, which is expected to generate about $3 billion in contracted revenue over a decade. Rosenblatt Securities also increased its price target to $14, highlighting the company’s transformation from Bitcoin mining to HPC hosting. Canaccord Genuity adjusted its target to $16, attributing this to a deal for Cipher Mining’s Barber Lake project. Needham raised its target to $15, noting the improved attractiveness of the Fluidstack lease backed by Google. These recent developments reflect Cipher Mining’s strategic expansion and evolving business model.

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