Cipher Digital Inc. Announces Pricing of \$810 Million Senior Secured Notes – Major Expansion for Industrial-Scale Data Centers

Key Points from the Announcement

• Large Debt Issuance: Cipher Digital Inc. (NASDAQ: CIFR) has announced that its wholly-owned subsidiary, Stingray Compute LLC, has priced a \$810 million offering of 6.000% senior secured notes due 2031. The notes are priced at 99.750% of their principal amount.
• Offering Details: The notes will be sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The expected closing date is June 15, 2026, subject to customary closing conditions.
• Use of Proceeds: The net proceeds from the offering will be used to:
  1. Finance the remaining costs of constructing the Stingray Facility (Cipher’s new data center).
  2. Reimburse Cipher for approximately \$61.5 million of prior equity contributions made to Cipher Stingray LLC for capital expenditures related to the Stingray Facility.
  3. Fund debt service reserves.
• Security and Guarantees:
  • The notes will be fully and unconditionally guaranteed by Cipher Stingray LLC.
  • The notes and related guarantees will be secured by first-priority liens on substantially all assets of the Issuer and the Guarantor, except certain excluded property.
  • All equity interests of the Issuer held by Cipher Stingray Holdings LLC (the direct parent) will also be pledged.
• Completion Guarantee: Cipher Digital will provide a completion guarantee for the Stingray Facility, committing to fund the Issuer as necessary to ensure the timely completion of the facility if the notes proceeds are insufficient.

Important Information for Shareholders

• Potential Impact on Share Price:
  • The \$810 million debt issuance is a significant capital-raising event, indicating a major expansion of Cipher’s industrial-scale data center business.
  • This could enhance Cipher’s position as a leading HPC (High Performance Computing) data center developer and operator, potentially increasing shareholder value if the expansion is successful.
  • The structure of the offering (secured notes, completion guarantee, and reimbursement for prior equity) demonstrates Cipher’s commitment to financial discipline and risk management, which may be viewed positively by investors.
  • However, shareholders should be aware of the increased leverage and associated risks, including execution risk for the Stingray Facility and macroeconomic factors affecting debt servicing.
• Forward-Looking Statements:
  • The company cautions that all statements regarding the completion of the notes offering, the intended use of net proceeds, and the future development of the Stingray Facility are forward-looking and subject to risks.
  • Risks highlighted include volatility in Cipher’s share price, changes in industry regulation, evolving business model, competitive performance, legislative changes, and the ability to implement business plans and capture new opportunities.
  • Investors should review the risk factors detailed in Cipher’s SEC filings, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
• Regulatory Notice:
  • The notes have not been registered under the Securities Act or the securities laws of any jurisdiction. They may not be offered or sold in the United States absent registration or an applicable exemption.
  • This press release does not constitute an offer to sell or a solicitation to buy the notes.

About Cipher Digital Inc.

Cipher Digital Inc. is a leading developer and operator of industrial-scale data centers, engineered for next-generation computing. The company combines deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality, purpose-built facilities for HPC workloads. Cipher partners with premier tenants to meet growing demand for data center capacity and aims to become a leading development platform for hyperscale computing.

Investor and Media Contacts

• Investor Contact: Courtney Knight, Head of Investor Relations ([email protected])
• Strategic Initiatives: Drew Armstrong, Head of Strategic Initiatives ([email protected])
• Media Contact: Ryan Dicovitsky, Dukas Linden Public Relations ([email protected])

Disclaimer

This article contains forward-looking statements based on the information provided by Cipher Digital Inc. Such statements are subject to risks, uncertainties, and other factors that may cause actual results to differ materially. Investors should carefully review the company’s filings with the SEC and should not place undue reliance on forward-looking statements. This article does not constitute an offer to sell or solicitation of an offer to buy any securities.

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