Dilution profile // every instrument, one screen, from SEC filings

Cipher Digital Inc. (CIFR)

CIK 1819989 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$42.8M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 2% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+65% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOW~48 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-072026-08-03

Latest: 415.0M shares as of Aug 3, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Google Warrants24.2M$0.01FV $544.5M

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 4, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 7.6M underlying shares, as reported Dec 31, 2020 (10-K/A).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $512.6M as of Sep 30, 2025.

Rough fully diluted estimate: 422.6M = 415.0M O/S + 7.6M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Notes 2031$1.30B$1.30B$16.030%~81.1M sh
Convertible Notes 2030$172.5M$172.5M$4.451.75%~38.8M sh

If every note above converted at its tagged price: ~119.9M new shares on 415.0M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 4, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding415.0MAug 3, 2026
+ Google Warrants (if exercised)24.2MSep 24, 2025
+ Convertible Notes 2031 (if fully converted)81.1MSep 30, 2025
+ Convertible Notes 2030 (if fully converted)38.8MMay 22, 2025
Fully diluted estimate559.1M+34.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $42.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRMar 3, 2025$42.8M registeredfiling →
S-3ASRSep 3, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 0 registered.

EXECUTEDOct 1, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 22, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 22, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGMay 21, 2025Free-writing prospectus — offering being marketedFWP
MARKETINGMay 21, 2025Free-writing prospectus — offering being marketedFWP
EXECUTEDMay 20, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 20, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDMar 3, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDJan 30, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDSep 3, 2024Automatic shelf registration — effective immediately (large filers)S-3ASR

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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