Cipher Digital Inc. filings document a Nasdaq-listed data center operator transitioning from its former Cipher Mining Inc. identity to an HPC-focused infrastructure business. The company’s Form 8-K reports cover operating results, Regulation FD presentations, material agreements, and capital-structure matters connected to data center development and financing.
Recent filings also record the February 2026 charter and bylaw amendments that changed the company name to Cipher Digital Inc., while keeping the CIFR trading symbol. Other disclosures include a revolving credit agreement, senior secured notes issued through Black Pearl Compute LLC, registered common stock information, and proxy materials addressing board matters, shareholder voting, executive compensation, and governance.
V3 Holding Ltd reported disposition transactions in this Form 4 filing. Cipher Digital Inc. (CIFR) reported that 10% owner V3 Holding Limited transferred 1,805,000 common shares to an unaffiliated dealer on October 26, 2026, settling the second tranche of a variable prepaid forward sale contract. The reported common-stock position following the transaction was 52,866,694 shares. The other reporting persons—Bitfury Top HoldCo B.V., Valerijs Vavilovs and Bitfury Group Ltd.—are also identified as 10% owners.
V3 entered into the contract on November 3, 2025, received $100.0 million and pledged 5,415,000 shares. The contract provides for delivery of up to 1,805,000 shares in each of three tranches, for an aggregate of up to 5,415,000 shares. The October 23, 2026 Settlement Price was $8.11, below the $21.4881 Floor Price; V3 accordingly transferred 1,805,000 shares. V3 retained voting and economic rights in the pledged shares during the contract term.
Cipher Digital Inc. reports that Citadel Securities LLC may be deemed to beneficially own 17,951,304 shares (4.3%). Citadel Securities Group LP and Citadel Securities GP LLC may each be deemed to beneficially own 22,862,668 shares (5.5%). Kenneth Griffin, President and CEO of Citadel GP LLC, may be deemed to beneficially own 22,912,250 shares (5.5%); Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may each be deemed to beneficially own 49,582 shares (0.0%). Several affiliated reporting persons are attributed identical share counts, so the listed positions are not additive. Reported holdings are as of the October 21, 2026 market open; the percentages use 415,030,722 shares outstanding as of August 3, 2026.
Cipher Digital Inc. (CIFR) is named in a Schedule 13G reporting Jane Street Group, LLC’s beneficial ownership of 22,350,232 common shares, or 5.4% of the class. The schedule also lists Jane Street Capital, LLC with 16,544,338 shares (4.0%); Jane Street Global Trading, LLC with 3,653,905 (0.9%); Leonard Street Holdings, LP with 2,151,939 (0.5%); and Jane Street Singapore Pte. Limited with 50 (0.0%). Shared voting and dispositive power is reported for each listed position.
Cipher Digital Inc. (CIFR) common stock is the subject of an ownership report by Jane Street Group, LLC, which reported beneficial ownership of 12,499,168 shares, or 3.0% of the class, with shared voting and dispositive power over those shares. Separate cover-page entries list 10,108,034 shares for Jane Street Capital, LLC (2.4%), 2,151,939 for Leonard Street Holdings, LP (0.5%), 232,044 for Jane Street Global Trading, LLC (0.1%), and 7,151 for Jane Street Singapore Pte. Limited (0.0%).
Cipher Digital Inc. (CIFR) issued $850.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 on October 16, 2026. Initial purchasers received a 13-day option to buy up to an additional $150,000,000 principal amount. The notes are senior, unsecured obligations, mature November 1, 2032, and have an initial conversion rate of 65.3211 shares per $1,000 principal amount, or an initial conversion price of approximately $15.31 per share. Cipher Digital may settle conversions in cash, common shares, or both, at its election.
In a separate exchange completed October 16, holders exchanged approximately $165.9 million principal amount of 2030 Notes for approximately 40.7 million common shares; approximately $6.6 million principal amount remained outstanding afterward. Cipher Digital also entered capped call transactions costing approximately $89.7 million, with an initial $28.35 cap price. The transactions cover shares initially underlying the new notes and are generally expected to reduce potential dilution and/or offset certain cash payments, subject to a cap. The default settlement method for conversions of the company’s outstanding 2030 and 2031 notes changed to physical settlement on or after October 16, unless Cipher Digital specifies otherwise for a conversion.
Cipher Digital Inc. Chief Financial Officer Gregory J.D. Mumford reported converting 125,000 restricted stock units into 125,000 common shares on October 14, 2026. He also reported 67,768 common shares delivered or withheld for payment of exercise price or tax liability at $9.94 per share. After the conversion, he directly held 403,981 restricted stock units.
Cipher Digital Inc. (CIFR) priced a private offering of $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032. Settlement is scheduled for October 16, 2026, subject to customary closing conditions, and initial purchasers have a 13-day option to purchase up to an additional $150.0 million. Cipher estimates net proceeds of $835.1 million, or approximately $982.5 million if the option is exercised in full. It intends to use approximately $89.7 million for capped call transactions and the remainder for an additional equity investment in the Barber Lake project, its high-performance computing strategy, development sites and general corporate purposes.
Separately, Cipher expects to exchange approximately $165.9 million principal amount of its 1.75% notes due 2030 for aggregate consideration, inclusive of accrued interest, consisting of approximately 40.7 million common shares. The 2032 notes have an initial conversion price of approximately $15.31 per share. The capped call transactions have an initial cap price of $28.35 per share and are generally expected to reduce potential dilution upon conversion and/or offset certain cash payments, subject to a cap.
Cipher Digital Inc. (CIFR) announced a proposed private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A of $850.0 million aggregate principal amount of 0.00% convertible senior notes due November 1, 2032, subject to market and other conditions, with an initial-purchaser option for up to an additional $150.0 million. When issued, the notes will be senior unsecured obligations. Cipher also expects separate, privately negotiated exchanges of a portion of its outstanding 1.75% convertible senior notes due 2030 for common shares with a limited number of holders.
Cipher intends to use net proceeds for capped-call transaction costs, additional equity investment in Barber Lake, high-performance computing pipeline development, site expansion and general corporate purposes. Holders may require cash repurchase on November 1, 2030, at a price equal to principal plus accrued and unpaid special and additional interest, if any, unless Cipher has previously called all outstanding notes for redemption. Cipher may settle conversions in cash, common shares or both at its election.
As of September 30, 2026, Cipher describes Barber Lake’s amended lease as representing $9.1 billion in contracted revenue, including $5.2 billion incremental rent, with a 20-year base lease term.
Cipher Digital Inc. (CIFR) Co-President and COO Patrick Arthur Kelly reported acquiring 140,005 common shares on September 30, 2026, through conversion of 33,967 and 29,611 restricted stock units and 76,427 performance stock units. The RSUs vest in equal quarterly installments over three years, subject to continuous service on each vesting date.
The amendment adds reporting of shares withheld to satisfy tax withholding obligations. The transaction rows report 71,474 shares delivered or withheld for payment of exercise price or tax liability at $15.83 per share. The reported balance following the PSU transaction was 382,132 performance stock units.
Cipher Digital Inc. (CIFR) Chief Financial Officer Gregory J.D. Mumford reported converting 17,109 restricted stock units into 17,109 common shares on September 30, 2026. The report also lists 6,895 common shares delivered or withheld for payment of exercise price or tax liability, at $15.83 per share. His reported remaining position was 528,981 restricted stock units. The RSUs vest in equal quarterly installments over a three-year period, subject to continuous service on each applicable vesting date.