Capped call transactions
Company: Cipher Mining
The claim, verbatim
In connection with pricing, Cipher expects to enter into privately negotiated capped call transactions covering the shares initially underlying the notes, intended to reduce potential dilution upon conversion, funded from offering proceeds.
Source (primary)
cipher-mining 8-K exhibit (d134900dex992.htm) (SEC EDGAR (8-K Ex), press_release)
View cached copy (2026-10-14)Live source ↗
Quote: “In connection with the pricing of the notes, Cipher expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions”
How we checked this
Checked on October 16, 2026. The cited source supports every part of this claim.
The press release describes the capped calls, the shares they cover, their expected dilution-reducing effect, and that offering proceeds will fund their cost.
Confirmed in the source:
- In connection with pricing, Cipher expects to enter into privately negotiated capped call transactions
- The capped calls will cover the number of shares initially underlying the notes, subject to customary anti-dilution adjustments
- The capped calls are generally expected to reduce potential dilution upon conversion, subject to a cap
- Cipher intends to use net proceeds from the offering to fund the cost of the capped call transactions
What we did: Read our cached copy of SEC EDGAR (8-K Ex) (https://www.sec.gov/Archives/edgar/data/1819989/000119312526419743/d134900dex992.htm) in full (14,100 characters, retrieved October 14, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms cipher-mining 8-K exhibit (d134900dex992.htm)
Quote: “In connection with the pricing of the notes, Cipher expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions”