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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.
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.
Cipher Mining (NASDAQ: CIFR) announced participation in multiple investor and industry conferences in early 2026. CEO Tyler Page may appear in discussions describing the company’s recent developments and growth strategy. Scheduled events include the 28th Annual Needham Growth Conference on Jan 13, 2026, the Jefferies Power, Energy, Clean Energy & Utilities Conference on Mar 2, 2026, and the Morgan Stanley Technology, Media & Telecom Conference from Mar 3–5, 2026. Webcasts or replay links, when available, will be posted on the company’s investor site and social channels. For more information, investors may contact the investor relations team by email.
Cipher (NASDAQ: CIFR) announced on January 6, 2026 the appointments of Lee Bratcher as Head of Policy and Government Affairs and Drew Armstrong as Head of Strategic Initiatives.
Bratcher brings extensive Texas and federal energy regulatory experience, led the Texas Blockchain Council representing 100+ member companies, and contributed to bills enacted during the 87th and 88th Texas Legislative Sessions. He will lead energy policy, ERCOT membership work, and regulatory engagement, reporting to Co‑President Will Iwaschuk.
Armstrong joins from Cathedra Bitcoin (TSX‑V: CBIT) where he was President, COO, and Chairman; he previously helped launch Galaxy Digital's bitcoin mining unit and began his career at Barclays. He will lead strategic projects to support Cipher's expansion into HPC, reporting to Co‑President Patrick Kelly.
Cipher Mining (NASDAQ: CIFR) acquired a 200 MW site in Ohio named Ulysses, including 195 acres and secured capacity from AEP Ohio. All required utility agreements are in place and the site is on track to energize in Q4 2027.
The site will provide direct access to PJM, offers diverse fiber paths, and is positioned for high-performance computing (HPC) and hosting services. This is Cipher's first acquisition outside Texas and increases its development pipeline to 3.4 GW across 8 sites.
Cipher Mining (NASDAQ:CIFR) delivered a notice to redeem all outstanding warrants issued under the October 19, 2020 warrant agreement.
Warrants unexercised by 5:00 p.m. New York time on December 26, 2025 will be redeemed for $0.01 per warrant. Redemption was triggered because the reported closing price met the $18.00 per share threshold on 20 trading days within the 30-day period ending November 21, 2025.
The Board requires cashless exercise: holders will receive 0.2687 shares per warrant instead of paying the $11.50 exercise price; unexercised warrants will be void after the Redemption Date.
Cipher Mining (NASDAQ:CIFR) priced $333.0 million of additional 7.125% senior secured notes due 2030, issued at 100.250% plus accrued interest, expected to close on or about November 24, 2025. After the offering, the Issuer will have $1.733 billion aggregate principal amount of identical 7.125% notes outstanding. Interest is payable semi-annually on May 15 and November 15 beginning May 15, 2026.
Net proceeds are intended to fund construction costs for additional facilities at the Barber Lake Facility in Colorado City, Texas. The Additional Notes are fully guaranteed by Cipher Barber Lake LLC and secured by first‑priority liens on substantially all Issuer and Guarantor assets; offering sold to qualified institutional buyers under Rule 144A and non‑U.S. persons under Regulation S.
Cipher Mining (NASDAQ:CIFR) announced a proposed private offering of $333.0 million aggregate principal amount of additional 7.125% senior secured notes due 2030 on November 20, 2025.
The Additional Notes will have identical terms to the notes issued on November 13, 2025 and, if completed, will bring total outstanding 7.125% senior secured notes due 2030 to $1.733 billion. Net proceeds are intended to finance construction costs for additional facilities at the Barber Lake Facility near Colorado City, Texas.
The Additional Notes will be guaranteed by Cipher Barber Lake LLC and secured by first‑priority liens on substantially all Issuer and Guarantor assets, certain equity interests, a potential Fluidstack lockbox, and, prior to initial construction completion, a pledge by Google LLC of warrants to purchase Cipher common stock. The offering is subject to market conditions and limited to qualified institutional buyers and non‑U.S. persons.
Cipher Mining (NASDAQ:CIFR) signed a 10-year HPC colocation agreement with Fluidstack on Nov 20, 2025 to deliver an additional 39 MW of critical IT load (supported by up to 56 MW gross capacity) at its Barber Lake site in Colorado City, Texas.
The deal represents roughly $830 million of contracted revenue over the initial 10-year term, two five-year extension options that could raise this transaction to $2.0 billion, and contributes to a total partnership contract value approaching $3.8 billion over the initial term. Google expanded its backstop by $333 million, increasing total backstop to $1.73 billion. Estimated project cost is $9–10M per MW, and Cipher expects 85%–90% NOI margin.
Cipher Mining (NASDAQ: CIFR) announced on November 6, 2025 that its subsidiary Cipher Compute LLC priced a $1.4 billion private offering of 7.125% senior secured notes due 2030, expected to close on November 13, 2025 subject to market conditions.
Net proceeds are intended to finance part of construction of the Barber Lake Facility near Colorado City, Texas. The notes will be guaranteed by Cipher Barber Lake LLC and secured by first‑priority liens on substantially all Issuer and Guarantor assets, equity interests, a potential Fluidstack lockbox, and a pre‑completion pledge of Google warrants. Cipher will provide a customary completion guarantee to fund shortfalls.
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