Cipher Mining Inc. Announces Pricing of $2.0 Billion of Senior Secured Notes

Cipher Mining (NASDAQ: CIFR) priced $2.0 billion of 6.125% senior secured notes due 2031, sold in a private Rule 144A/Regulation S offering and expected to close on February 11, 2026 subject to market conditions.

Rhea-AI Summary

Cipher Mining (NASDAQ: CIFR) priced $2.0 billion of 6.125% senior secured notes due 2031, sold in a private Rule 144A/Regulation S offering and expected to close on February 11, 2026 subject to market conditions.

Net proceeds will finance completion of the Black Pearl Facility in Wink, Texas, reimburse Cipher for $232.5 million of prior equity contributions, fund debt service reserves, and pay issuance fees. The Notes are guaranteed by Cipher Black Pearl and 11786 Wink and secured by first-priority liens on substantially all Issuer and Guarantor assets and the Issuer equity. Cipher will provide a customary completion guarantee if proceeds are insufficient.

Positive

• Raises $2.0 billion of long-term financing
• Reimburses Cipher for $232.5 million prior equity
• Notes secured by first-priority liens on issuer assets
• Cipher provides a completion guarantee for Black Pearl

Negative

• Adds 6.125% fixed-rate debt maturing in 2031
• Secured liens on substantially all assets may limit flexibility
• Offering subject to market conditions; closing not guaranteed

Argus Feb 5 session

-10.88% close to close Open Argus

Details

News Market Reaction – CIFR

On Feb 5, the first trading day after this news, CIFR closed 10.88% below the previous close.

Data tracked by StockTitan Argus for the Feb 5 session.

Market Context

On Feb 5, the first trading day after this news, the stock closed 10.9% below the previous close. A ...

Analysis

On Feb 5, the first trading day after this news, the stock closed 10.9% below the previous close. A negative reaction despite the project-focused financing would fit a pattern where investors reassess leverage and capital structure when large secured notes are issued. While prior debt-funded expansions supported growth, concerns can emerge about future refinancing, interest burdens, and execution at facilities like Black Pearl. Historical volatility around crypto-tagged news suggests sentiment can shift quickly if project timelines or market conditions change.

Key Figures

Notes offering size: $2.0 billion Coupon rate: 6.125% Maturity year: 2031 +2 more

Notes offering size

$2.0 billion

Senior secured notes due 2031, priced at par

Coupon rate

6.125%

Interest rate on senior secured notes due 2031

Maturity year

2031

Maturity of 6.125% senior secured notes

Expected closing date

February 11, 2026

Anticipated close of the private notes offering

Equity reimbursement

$232.5 million

Reimbursement to Cipher for prior equity contributions to Cipher Black Pearl LLC

Previous Crypto Reports

5 past events · Latest: Nov 26

Same Type 5 events

1. Nov 26

   Warrant redemption

   24h Move

   +9.3%

   Redemption and cashless exercise of outstanding warrants after share-price trigger.

2. Nov 20

   Debt offering add-on

   24h Move

   -0.4%

   Pricing of $333M additional 7.125% senior secured notes for Barber Lake build-out.

3. Nov 05

   Large debt pricing

   24h Move

   +9.8%

   Pricing of $1.4B 7.125% senior secured notes to fund Barber Lake facility.

4. Nov 03

   Earnings and expansion

   24h Move

   +22.0%

   Q3 2025 results with major AI lease, JV site, pipeline growth, and converts.

5. Oct 07

   Operational update

   24h Move

   +2.7%

   September 2025 mining, hashrate, and efficiency metrics plus Black Pearl progress.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured notes, rule 144a, regulation s, qualified institutional buyers, +2 more

6 terms

senior secured notes financial

"has priced a $2.0 billion offering of 6.125% senior secured notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

rule 144a regulatory

"buyers in reliance on Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside of the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"sold in a private offering to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

first-priority liens financial

"secured by first-priority liens on (i) substantially all assets of the Issuer"

A first-priority lien is a legal claim that gives a lender or creditor the first right to specific assets if a borrower cannot pay, meaning they are first in line to be repaid from those assets. For investors, that higher claim lowers the lender’s risk and usually affects interest rates and recovery expectations—similar to having the front seat in a queue to get paid back if the borrower defaults.

completion guarantee financial

"Cipher will provide a customary completion guarantee with respect to the Black Pearl Facility"

A completion guarantee is a promise by a third party—often a parent company, insurer or lender—that a specific project or obligation will be finished even if the primary party cannot complete it. For investors, it reduces the risk that a funded project will stall or fail, much like a co-signer on a loan who steps in to finish payments, and can improve the chances of timely returns and lower financing costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer and operator of industrial-scale data centers, today announced that its wholly-owned subsidiary, Black Pearl Compute LLC (the “Issuer”), has priced a $2.0 billion offering of 6.125% senior secured notes due 2031 (the “Notes”) at par. The Notes will be sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The offering is expected to close on February 11, 2026, subject to market and other conditions.

The Issuer intends to use the net proceeds from the offering (1) to finance the remaining cost of the Black Pearl Facility, a high-performance computing data center in Wink, Texas (the “Black Pearl Facility”), (2) to reimburse Cipher approximately $232.5 million for its prior equity contributions to Cipher Black Pearl LLC (“Cipher Black Pearl”), a wholly-owned direct subsidiary of the Issuer, used to fund capital expenditures relating to the Black Pearl Facility, (3) to fund debt service reserves, and (4) to pay fees and expenses in connection with the foregoing.

The Notes will be fully and unconditionally guaranteed by each of Cipher Black Pearl and 11786 Wink LLC, a wholly-owned direct subsidiary of the Issuer (“11786 Wink,” and together with Cipher Black Pearl, the “Guarantors”). The Notes and related note guarantees will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantors, other than certain excluded property and (ii) all equity interests of the Issuer held by Black Pearl Holdings LLC, a Delaware limited liability company and the direct parent company of the Issuer.

Cipher will provide a customary completion guarantee with respect to the Black Pearl Facility under which it will fund the Issuer as necessary to ensure the timely completion of the Black Pearl Facility in the event that the proceeds of the Notes are insufficient to do so.

The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

The Notes have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
  
About Cipher

Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as statements regarding the completion of the offering of the notes and the intended use of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the SEC on August 7, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 filed with the SEC on November 3, 2025, and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Mining
Courtney.knight@ciphermining.com 

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherMining@DLPR.com  

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cipher Mining (CIFR) announce about the $2.0 billion notes?

Cipher priced $2.0 billion of 6.125% senior secured notes due 2031. According to the company, proceeds will fund the Black Pearl Facility, reimburse $232.5 million of prior equity, fund reserves, and cover fees, with closing expected February 11, 2026.

When will the Cipher (CIFR) notes offering close and under what conditions?

The offering is expected to close on February 11, 2026 subject to market and other conditions. According to the company, completion depends on customary closing conditions and market factors, so timing is not guaranteed.

How will Cipher (CIFR) use proceeds from the $2.0 billion notes?

Proceeds will finance completion of the Black Pearl Facility and reimburse $232.5 million of prior equity. According to the company, remaining funds will support debt service reserves and pay issuance fees and expenses.

What collateral and guarantees back the Cipher (CIFR) notes?

The Notes are guaranteed by Cipher Black Pearl and 11786 Wink and secured by first-priority liens. According to the company, liens cover substantially all issuer and guarantor assets and the issuer's equity interests.

Who was the notes offering sold to and are the notes registered?

The Notes were sold privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. According to the company, the Notes are unregistered under the Securities Act and not registered in the U.S.

Does Cipher (CIFR) guarantee completion if note proceeds fall short?

Yes. Cipher will provide a customary completion guarantee to fund the issuer as needed. According to the company, this guarantee applies if proceeds are insufficient to complete the Black Pearl Facility.