Cipher Digital switches convertible notes to physical settlement

Cipher Digital Inc. changed the default settlement method for its convertible senior notes to physical settlement, according to a notice dated October 16, 2026. The Delaware corporation, formerly known as Cipher Mining Inc., issued the notice under the terms of its supplemental indentures and indentures with U.S. Bank Trust Company, National Association.

The company disclosed the change for two distinct series of debt instruments. The first series consists of 1.75% Convertible Senior Notes due 2030, identified by CUSIP number 17253J AA4 and ISIN number US17253JAA43. These notes were issued under the First Supplemental Indenture dated May 22, 2025. The second series consists of 0.00% Convertible Senior Notes due 2031, identified by CUSIP number 17253J AB2 and ISIN number US17253JAB26. The document references these notes as due in 2030 in the header but 2031 in the title, issued under an Indenture dated September 30, 2025.

Under clause (x) of the definition of "Default Settlement Method" in Section 1.01 of the respective governing documents, Cipher Digital notified the holders, the trustee, and the conversion agent of the new default procedure. Consequently, all notes validly surrendered for conversion on or after October 16, 2026, will be settled using physical settlement. This default applies unless the company specifies otherwise in connection with any specific conversion, as permitted by Section 5.03(A)(i) of the governing indentures.

The notice includes a disclaimer stating that no representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the document or printed on the notes. The issuer is a Delaware corporation that was previously named Cipher Mining Inc. before adopting its current name.