Cipher Mining Inc. Announces Proposed Offering of $2.00 Billion of Senior Secured Notes

Rhea-AI Summary

Cipher Mining (NASDAQ: CIFR) announced that Black Pearl Compute LLC intends to offer $2.00 billion of senior secured notes due 2031 in a private Rule 144A/Reg S offering. Proceeds will fund 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 offering fees.

The Notes will be guaranteed by Cipher Black Pearl and 11786 Wink, secured by first-priority liens on substantially all Issuer and Guarantor assets, and subject to market and other conditions.

Positive

• Planned $2.00 billion senior secured financing
• Reimburses Cipher for $232.5 million prior equity
• Proceeds target completion of Black Pearl Facility

Negative

• Adds substantial secured debt maturing in 2031
• Completion guarantee requires Cipher to fund shortfalls

News Market Reaction

+2.85% 1.7x vol

136 alerts

+2.85% News Effect

-22.9% Trough in 27 hr 18 min

+$184M Valuation Impact

$6.63B Market Cap

1.7x Rel. Volume

On the day this news was published, CIFR gained 2.85%, reflecting a moderate positive market reaction. Argus tracked a trough of -22.9% from its starting point during tracking. Our momentum scanner triggered 136 alerts that day, indicating very high trading interest and price volatility. This price movement added approximately $184M to the company's valuation, bringing the market cap to $6.63B at that time. Trading volume was above average at 1.7x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Senior secured notes size: $2.00 billion Reimbursement to Cipher: $232.5 million Notes maturity: 2031 +1 more

4 metrics

Senior secured notes size $2.00 billion Proposed aggregate principal amount of notes due 2031

Reimbursement to Cipher $232.5 million Repayment of prior equity contributions for Black Pearl Facility capex

Notes maturity 2031 Stated maturity year of proposed senior secured notes

Current share price $15.81 Pre‑announcement price versus 52‑week range of $1.86–$25.52

Market Reality Check

Price: $14.73 Vol: Volume 23,962,670 is belo...

normal vol

$14.73 Last Close

Volume Volume 23,962,670 is below the 20-day average of 30,242,599 (about 0.79x its recent norm). normal

Technical Trading above its 200-day MA, with price 15.81 vs 200-day MA at 10.77.

Peers on Argus

CIFR showed a mild -0.94% move ahead of a large notes offering while peers were ...

1 Up

CIFR showed a mild -0.94% move ahead of a large notes offering while peers were mixed: WULF gained 11.829999834299088%, HUT and RIOT were up modestly, and CLSK was down. This points to a company-specific reaction rather than a synchronized sector move.

Previous Crypto,offering Reports

2 past events · Latest: Nov 20 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Nov 20	Debt offering update	Negative	-0.4%	Additional <b>$333.0 million</b> 7.125% senior secured notes to expand Barber Lake.
Nov 04	Debt financing plan	Negative	-1.1%	Proposed <b>$1.4 billion</b> senior secured notes due 2030 for Barber Lake build‑out.

Pattern Detected

Past 'crypto,offering' announcements for CIFR have led to modest share price declines, suggesting investors have historically treated large secured note offerings cautiously. The current small pre-announcement decline is consistent with that pattern.

Recent Company History

Recent news for Cipher Mining has focused on growth financing and infrastructure build‑out. Prior 'crypto,offering' headlines in November 2025 involved $1.4 billion and $333 million senior secured notes to fund the Barber Lake Facility, with modest negative price reactions. Alongside this, CIFR announced an ETF tied to its stock, conference participation, an Ohio site acquisition, and warrant redemption mechanics. Today’s proposed $2.00 billion Black Pearl Facility notes continue this debt‑funded expansion theme.

Historical Comparison

crypto,offering

+0.8 %

Average Historical Move

Historical Analysis

In the last two 'crypto,offering' announcements, CIFR moved on average 0.76%. The current pre‑news change of -0.94% sits within the modest range seen around prior secured‑notes financings.

Typical Pattern

Financing has progressed from a proposed $1.4 billion 2030 notes deal and a further $333.0 million add‑on for Barber Lake to a new proposed $2.00 billion 2031 notes transaction tied to the Black Pearl high‑performance computing facility.

Market Pulse Summary

This announcement outlines a sizable financing step, with $2.00 billion of proposed senior secured n...

Analysis

This announcement outlines a sizable financing step, with $2.00 billion of proposed senior secured notes due 2031 to fund the Black Pearl high‑performance computing facility and reimburse $232.5 million of prior equity contributions. It continues CIFR’s pattern of using secured debt for data center build‑outs. Investors may track final pricing and completion of the offering, future leverage levels, execution at the Black Pearl site, and how these notes sit alongside existing 7.125% 2030 obligations disclosed in recent 8‑K filings.

Key Terms

senior secured notes, rule 144a, regulation s, qualified institutional buyers, +3 more

7 terms

senior secured notes financial

"intends to offer, subject to market conditions... 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

"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.

private offering financial

"intends to offer... in a private offering to persons reasonably believed"

A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.

AI-generated analysis. Not financial advice.

NEW YORK, Feb. 03, 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”), intends to offer, subject to market conditions and other factors, $2.00 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”), 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 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, and (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, 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 will be 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 anticipated terms of the notes being offered, the completion, timing and size of the proposed 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

What is Cipher Mining (CIFR) offering on February 3, 2026?

Cipher is proposing a private offering of $2.00 billion senior secured notes due 2031. According to the company, the Notes will be offered under Rule 144A and Regulation S to qualified institutional and non-U.S. investors.

How will Cipher use proceeds from the $2.00 billion CIFR offering?

Proceeds will finance completion of the Black Pearl Facility and related needs. According to the company, uses include construction funding, $232.5 million reimbursement, debt service reserves, and offering fees and expenses.

Who guarantees the senior secured notes in the CIFR offering?

The Notes will be fully guaranteed by Cipher Black Pearl and 11786 Wink. According to the company, guarantees are supported by first-priority liens on substantially all Issuer and Guarantor assets.

Will Cipher Mining’s $2.00 billion notes be publicly registered?

No, the Notes are not registered under the Securities Act and are offered in a private placement. According to the company, offers are limited to Rule 144A qualified institutional buyers and non-U.S. persons under Regulation S.

What investor risk should CIFR shareholders note about the offering?

The offering increases secured leverage and creates repayment obligations maturing in 2031. According to the company, Cipher also provides a completion guarantee that may require funding if Note proceeds are insufficient.