NEW YORK, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a leading developer and operator of industrial-scale data centers, today announced the pricing of its offering of $1.1 billion aggregate principal amount of 0.00% convertible senior notes due 2031 (the "notes") in a private offering (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $800 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on September 30, 2025, subject to customary closing conditions. Cipher granted the initial purchasers of the notes a 13-day option to purchase up to an additional $200 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Cipher. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on October 1, 2031, unless earlier repurchased, redeemed or converted. Prior to July 1, 2031, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Cipher will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share ("common stock"), or a combination of cash and shares of its common stock, at Cipher's election. Cipher's ability to elect to settle conversions in whole or in part in shares of common stock will, subject to a limited exception, be subject to receipt of stockholder approval for an increase in the number of Cipher's authorized shares of common stock or Cipher otherwise increasing the number of shares of Cipher's common stock available to settle conversions of the notes. The initial conversion rate will be 62.3733 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.03 per share of common stock. The initial conversion price represents a premium of approximately 37.5% over the last reported sale price of $11.66 per share of Cipher's common stock on September 25, 2025. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Cipher's option at any time, and from time to time, on or after October 5, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cipher's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Cipher to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date. In addition, unless Cipher has previously called all outstanding notes for redemption, noteholders may at their option require Cipher to repurchase their notes for cash on October 1, 2029 at a repurchase price equal ...