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Cipher Digital (NASDAQ: CIFR) plans $810M notes for AWS-backed Stingray data center

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cipher Digital Inc. is pursuing project financing for its Stingray data center through a proposed $810.0 million private offering of senior secured notes due 2031 by its wholly-owned subsidiary, Stingray Compute LLC. The notes would be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.

Net proceeds are expected to fund remaining construction of the 70 IT MW Stingray high-performance computing facility, reimburse Cipher Digital for approximately $63.6 million of prior equity contributions, and establish debt service reserves. Stingray is fully pre-leased to Amazon Data Services under a long-term triple-net structure, with transaction materials highlighting roughly $2.0–$5.7 billion of potential contracted lease payments, a 3.0% annual rent escalator and targeted initial rent commencement in April 2027.

The notes will be guaranteed by Cipher Stingray, secured by first-priority liens on substantially all assets of the issuer and guarantor and on the issuer’s equity, and supported by a completion guarantee from Cipher Digital. The company emphasizes that closing, timing and terms remain subject to market and other conditions and includes extensive forward-looking statement disclaimers.

Positive

  • Long-term AWS lease with large contracted revenue base: Stingray is 100% pre-leased to Amazon Data Services, with materials highlighting approximately $2.0–$5.7 billion of contracted lease payments, a 3.0% annual rent escalator and long-dated term plus extension options.
  • Structured project financing with strong counterparties: The proposed $810.0 million senior secured notes are backed by first-priority liens on Stingray assets, an Amazon parent lease guarantee, an Amazon cost-overrun commitment above $10.5MM/IT MW, and a completion guarantee from Cipher Digital.

Negative

  • Significant new debt at the project level: The financing contemplates $810.0 million of senior secured notes for a single 70 IT MW facility, implying high leverage at Stingray and long-term dependence on successful construction, commissioning and lease performance.
  • Execution and market-condition risk for the offering: The notes are to be offered privately, subject to market conditions and other factors, with no assurance on whether, when or on what terms the transaction will be completed.

Insights

$810M notes fund an AWS-backed, fully pre-leased data center.

Cipher Digital is structuring non-recourse-style project financing around Stingray, a 70 IT MW data center fully pre-leased to Amazon Data Services. Materials cite roughly $2.0–$5.7 billion of contracted lease payments, implying substantial long-term cash flow versus the proposed $810.0 million debt.

The lease is described as triple net with de minimis operating expenses for Cipher and a 3.0% annual rent escalator, plus an Amazon cost-overrun backstop above $10.5 MM/IT MW. A parent completion guarantee from Cipher and an Amazon lease guarantee support construction and credit quality, though leverage at Stingray will initially be high.

Economically, the notes appear to amortize from rent, with illustrative schedules showing mandatory paydown tied to debt service coverage. Actual impact on Cipher depends on final pricing, market receptivity, and execution of the construction and commissioning schedule targeting initial rent in April 2027; these specifics will be clarified as the financing progresses.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Proposed notes offering $810.0 million senior secured notes Aggregate principal amount of notes due 2031 to be issued by Stingray Compute LLC
Reimbursement to Cipher Digital $63.6 million Approximate prior equity contributions to Cipher Stingray LLC to be reimbursed from proceeds
Contracted lease payments range $2.0–$5.7 billion Stingray transaction overview contracted lease payments over base term and extensions
Annual rent escalator 3.0% per year Stingray lease escalation rate highlighted in transaction overview
Development cost per IT MW $10.5 MM / IT MW Illustrative development cost metric for Stingray high-performance computing capacity
Stingray critical IT load 70 MW Critical IT load under contract for the Stingray data center with Amazon Data Services
Illustrative coupon 6.0% coupon Illustrative interest rate used in consolidated financial summary for the notes
Target initial rent start April 1, 2027 Targeted initial rent commencement date for the 10 IT MW network hall at Stingray
senior secured notes financial
"to offer, subject to market conditions and other factors, $810.0 million aggregate principal amount of 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
"to qualified institutional 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
"and to non-U.S. persons 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.
triple net financial
"Triple Net De Minimis Operating Expenses for Cipher (3)"
A triple net (NNN) lease is a property rental arrangement where the tenant pays rent plus the three main operating costs—property taxes, insurance, and maintenance—so the landlord receives mostly rent income without day-to-day expense responsibilities. Think of it like leasing a car where the renter also covers gas, insurance and routine servicing; for investors this can mean steadier, more predictable cash flow and lower management work, but greater dependence on the tenant’s creditworthiness and lease terms.
debt service reserves financial
"fund the construction of the 70 IT MW HPC data center at Stingray through completion, fund debt services reserves and interest during construction"
completion guarantee financial
"Cipher will provide a customary completion guarantee with respect to the Stingray 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.
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false 0001819989 0001819989 2026-06-08 2026-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 8, 2026

 

CIPHER DIGITAL INC.
(Exact name of registrant as specified in its charter)

 

Delaware 001-39625 85-1614529
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

1 Vanderbilt Avenue
Floor 54
New York, New York
10017

 (Address of principal executive offices) (Zip Code)

 

(332) 262-2300
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)
Name of each exchange on which
registered
Common stock, $0.001 par value per share CIFR The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Item 7.01. Regulation FD Disclosure.

 

In connection with the proposed offering discussed below, Cipher Digital Inc. (“Cipher” or the “Company”) is furnishing to potential investors certain illustrative financial and other information of Stingray Compute LLC, attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in Item 7.01 of this Current Report (as well as in Exhibit 99.1 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.

 

Item 8.01. Other Events.

 

On June 8, 2026, the Company issued a press release announcing the intention of Stingray Compute LLC, its wholly-owned indirect subsidiary, to offer, subject to market conditions and other factors, $810.0 million aggregate principal amount of senior secured notes due 2031 (the “Offering”) 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 (“Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

 

A copy of the press release announcing the Offering is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K 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 Current Report on Form 8-K 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 its 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 Current Report on Form 8-K, 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 it may make to modify aspects of its 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. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the SEC on May 5, 2026 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.

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
99.1   Illustrative Financial and Other Information of Stingray Compute LLC
99.2   Press Release of the Company, dated June 8, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 8, 2026 Cipher Digital Inc.
     
  By: /s/ Tyler Page
  Name: Tyler Page
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

1 June 2026 Stingray Compute

 

 

2 This Presentation contains certain forward - looking statements within the meaning of the federal securities laws of the United St ates. 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 Presentation that are not statements of historical fact, such as statements about the Company’s beliefs and expectations regarding its future results of operations and financia l p osition, its planned business model and strategy, its bitcoin mining and HPC data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data ce nte rs, such as projected hash rate, potential strategic initiatives, such as joint ventures and partnerships, and management pla ns and objectives, are forward - looking statements and should be evaluated as such. These forward - looking statements generally are i dentified 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 Cip her and its 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 s tatements. 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 Pr esentation, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, includi ng changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and ef forts it may make to modify aspects of its 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 bus ine ss plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of facto rs is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “R isk Factors” section of Cipher’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10 - Q for the quarterly period ended March 31, 2026 filed with the SEC on May 5, 2026 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 fro m 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 r equired by law, does not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. This Presentation includes certain projected financial data. Such projected financi al data may not be indicative of our future results. Such data is not a prediction, should not be relied upon as such and is premised on a number of factors, all of which are inherently uncertain and subject to numerous business, industry, market, regulatory, geopolitical, co mpetitive and financial risks that are outside of our control. Any such projected financial data is based on available information and certain assumptions that we believe are reasonable under the circumstances. However, there ca n be no assurance that the assumptions made in connection with such data will prove accurate, and actual results may differ materially. We make no representations to any person regarding projected financial data and we do not intend to update or otherwise revise any such data to reflect circumstances existing after the date when made o r to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such data are later shown to be incorrect. If our assumptions prove to be inaccurate, our actual r es ults may differ substantially and materially from these projections. Website Disclosure The company maintains a dedicated investor website at https://investors.ciphermining.com/investors (“Investors’ Website”). Fi nan cial and other important information regarding the Company is routinely posted on and accessible through the Investors’ Website. Cipher uses its Investors’ Website as a distribution channel of material information about the Company, i ncl uding through press releases, investor presentations, reports and notices of upcoming events. Cipher intends to utilize its Investors’ Website as a channel of distribution to reach public investors and as a means of disclosing material non - public infor mation for complying with disclosure obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts and other information about the Company by visiting the “Email Alerts” option under the Investors Resources sect ion of Cipher’s Investors’ Website and submitting your email address.

 

 

3 Notes: (1) Amazon Market Capitalization as of 3/31/2026 based on Capital IQ (2) Reflects maximum contracted lease payments assuming three 5 - year lease extension options are exercised with each extension s truck at the ceiling rental rate (3) Cipher’s operating expense liability during the base lease term is limited to maintenance and repair on data center roof, sl ab and foundation • Developing Stingray (70 MW Critical IT Load), leased to AWS • Developer, owner, and operator of high - performance digital infrastructure • Well positioned to capitalize on AI demand with ~3.3 GW of pipeline sites and a best - in - class power origination team • Currently developing a 300 Gross MW AI/HPC data center at Black Pearl for AWS and a 300 Gross MW AI/HPC data center at Barber Lake for Fluidstack/Google – Black Pearl and Barber Lake construction projects are both on schedule and tracking towards delivery of the initial capacity in September 2026 • AWS is a leading global provider of cloud and AI infrastructure services • AWS is leasing Stingray to support generative AI and HPC workloads • Offering custom silicon (Trainium, Inferentia) and services like Bedrock and SageMaker to accelerate AI adoption • Amazon.com, Inc. Has a $2.2 Trillion market capitalization with >$743Bn LTM net sales as of Q1’2026 (1) Stingray Overview 207 Transaction Overview: ~$2.0Bn of Contracted Revenue with Long - Term AWS Lease 70 MW Critical IT Load Under Contract 15 + Three 5 - Year Tenant Extension Options ~ $ 2.0 - $ 5.7 Bn Contracted Lease Payments ~100 % NOI Margin 3.0 % Annual Rent Escalator April 2027 Targeted Initial Rent Commencement Date Triple Net De Minimis Operating Expenses for Cipher (3) $ 10.5 MM Development Cost / IT MW Years Base Lease Term (2) (3) (“NNN”)

 

 

x Capital Structure: ~$810MM secured debt issued by Stingray Compute, a wholly - owned indirect subsidiary of Cipher Digital x Use of Proceeds: Fund the construction of the 70 IT MW HPC data center at Stingray through completion, fund debt services reserves and interest during construction, reimburse Cipher Digital for capital expenditures, and pay related fees and expenses x Derisked Construction with Cost Cap : Amazon agrees to cover any construction cost overruns above $10.5MM/IT MW x Parent Completion Guaranty: Supports full project funding and delivery x Tenant Lease Guarantee : Amazon.com, Inc. (public parent) fully guarantees all base rent and operating expenses x Contracted Revenue Base : 100% pre - leased capacity to Amazon Data Services, with no ability to terminate for convenience after commencement x Predictable Deleveraging: Lease payments will be used for mandatory amortization 4 • Cipher Digital has executed a second data center lease with Amazon Data Services, Inc. (“AWS”) for 100 Gross MW / 70 IT MW at it s Stingray site (1) (2) • Purpose - built HPC data center located in Andrews, TX with 70 MW of Critical IT load under contract, with initial rent targeted t o start on April 1 st , 2027 • 10 IT MW Network Hall Target Rent Commencement Date of April 1, 2027; 60 IT MW Data Hall Target Rent Commencement Date of May 1, 2027 Tenant Parent Stingray Compute LLC Issuer Cipher Stingray LLC Developer Lease Agreement Financing AWS - Backed Data Center at Stingray Cipher Stingray Overview Financing Summary & Credit Support Transaction Structure Notes: (1) First lease with Amazon Data Services was for 300 gross MW at Black Pearl site (2) Design efficiency may improve, which can result in a greater IT Capacity

 

 

Consolidated Financial Summary Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11Year 12 Year 13 Year 14 Year 15 Year 16 Year 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Rent Revenue 2,023 - 74 112 115 118 122 126 129 133 137 141 146 150 155 159 164 41 Net Property Management Fee 10 - 0 1 1 1 1 1 1 1 1 1 1 1 1 1 1 0 Net Operating Income 2,033 - 74 112 116 119 123 126 130 134 138 142 146 151 155 160 165 41 Net Accrued Interest (296) - (31) (44) (41) (38) (34) (31) (26) (21) (16) (10) (3) (0) - - - - Accrued Amortization (810) - (27) (45) (51) (57) (64) (70) (78) (86) (95) (104) (114) (19) - - - - DSRA Draw (Replace) 45 - - - - - - - - - - - - 45 - - - - Cash Available After Debt Service 972 - 16 22 23 24 25 25 26 27 28 28 29 177 155 160 165 41 Value of Contracted Cash Flows Remaining Rent Payments - 1,949 1,837 1,722 1,604 1,482 1,356 1,227 1,094 956 815 669 519 364 205 41 - Debt Summary Beginning 810 - 810 783 737 686 629 565 495 417 331 236 132 19 -- -- -- -- Draw / (Paydown) 810 - - - - - - - - - - - - - - - - Mandatory Amortization (810) - (27) (45) (51) (57) (64) (70) (78) (86) (95) (104) (114) (19) - - - - Ending 810 783 737 686 629 565 495 417 331 236 132 19 - - - - - 5 Notes: (1) Rent revenue begins Aprill 1st, 2027 after the network hall is completed (2) Net Property Management Fee represents property management fee less minimal expected opex related to maintenance and repair responsibilities on data center roof, slab and foundation (3) 6.0% coupon being shown for illustrative purposes, with interest payable on a semi - annual basis (4) Amortization of debt begins upon construction completion based on a 1.25x DSCR (1) Post - Construction Illustrative Annual Financial Summary (2) Consolidated Financial Summary (3) (4)

 

 

6 Stingray Compute

 

 

Exhibit 99.2

 

 

Cipher Digital Inc. Announces Proposed Offering of $810.0 Million of Senior Secured Notes

 

NEW YORK— June 8, 2026 —Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) a leading developer, owner, and operator of industrial-scale data centers, today announced that its wholly-owned subsidiary, Stingray Compute LLC (the “Issuer”), intends to offer, subject to market conditions and other factors, $810.0 million 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 to (1) finance the remaining cost of the data center (the “Stingray Facility”), (2) reimburse the Company for approximately $63.6 million of prior equity contributions to Cipher Stingray LLC (“Cipher Stingray”), a wholly-owned direct subsidiary of the Issuer, used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.

 

The Notes will be fully and unconditionally guaranteed by Cipher Stingray (the “Guarantor”). The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by Cipher Stingray 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 Stingray Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Stingray 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 develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. Cipher brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale.

 

 

 

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, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 5, 2026 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 Contacts: 

Courtney Knight 

Head of Investor Relations at Cipher Digital 

courtney.knight@cipherdigital.com

 

Drew Armstrong
Head of Strategic Initiatives at Cipher Digital
drew.armstrong@cipherdigital.com

 

Media Contact: 

Ryan Dicovitsky 

Dukas Linden Public Relations 

CipherDigital@DLPR.com

 

 

FAQ

What did Cipher Digital Inc. (CIFR) announce in this 8-K?

Cipher Digital announced a planned private offering of $810.0 million senior secured notes due 2031 by its subsidiary Stingray Compute LLC. The financing is tied to the Stingray high-performance computing data center, which is fully pre-leased to Amazon Data Services under a long-term triple-net lease.

How will Cipher Digital (CIFR) use the $810.0 million notes proceeds?

Proceeds are intended to fund remaining Stingray data center construction, reimburse prior equity contributions and build reserves. The issuer plans to finance remaining project costs, reimburse Cipher Digital for approximately $63.6 million of earlier capex funding, and establish debt service reserve accounts.

What are the key terms of the Stingray lease highlighted by Cipher Digital (CIFR)?

The Stingray facility is 100% pre-leased to Amazon Data Services on a triple-net basis. Materials cite roughly $2.0–$5.7 billion of contracted lease payments, a 3.0% annual rent escalator, targeted initial rent commencement in April 2027, long base term, and multiple five-year tenant extension options.

Who guarantees the senior secured notes issued for Cipher Digital’s (CIFR) Stingray project?

The notes will be fully and unconditionally guaranteed by Cipher Stingray LLC and secured by first-priority liens. Collateral includes substantially all assets of the issuer and guarantor and equity interests in the issuer, with Cipher Digital also providing a completion guarantee for the Stingray facility.

How does Amazon support Cipher Digital’s (CIFR) Stingray data center financing?

Amazon supports Stingray through a long-term lease and construction cost protections. Amazon Data Services is the sole tenant, Amazon.com, Inc. guarantees base rent and operating expenses, and Amazon agrees to cover construction cost overruns above $10.5 million per IT MW, according to the transaction overview.

Is Cipher Digital’s (CIFR) $810.0 million notes offering available to retail investors?

No, the notes are being offered only in a private placement to institutional and non-U.S. investors. The securities are offered under Rule 144A to qualified institutional buyers and under Regulation S to certain non-U.S. persons, and are not registered under the Securities Act.

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