[8-K] Cipher Digital Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cipher Digital Inc. reported first quarter 2026 revenue of $34.8 million from bitcoin mining and a net loss of $114.3 million, reflecting heavy investment and non‑cash items. Adjusted EBITDA was negative $48.2 million, compared with positive $7.5 million a year earlier.
The company highlighted major progress in its high‑performance computing data center strategy. It signed a third AI data center campus lease with an investment‑grade hyperscale tenant and closed a new $200 million revolving credit facility. Development at the Barber Lake and Black Pearl campuses remains on schedule, supporting about $11.4 billion of contracted revenue and roughly $787 million of average annualized NOI over long‑term base leases.
Positive
- None.
Negative
- None.
Insights
Cipher is scaling hyperscale data centers with heavy leverage and near‑term losses.
Cipher Digital is pivoting from pure bitcoin mining toward long‑term hyperscale data center leases. It now cites about $11.4 billion of contracted revenue and roughly $787 million of average annualized NOI through 2035‑2036, anchored by Barber Lake and Black Pearl campuses.
This growth is funded with significant debt. Total debt stands near $5.21 billion, including $1.7 billion 7.125% notes due 2030, $2.0 billion 6.125% notes due 2031, and convertible notes. A new $200 million revolver adds liquidity but also increases reliance on capital markets and execution of long‑dated leases.
Near term, the core business remains loss‑making: Q1 2026 revenue was $34.8 million with net loss of $114.3 million and Adjusted EBITDA of -$48.2 million. Future filings for periods after October 2026, when major leases ramp, will be important to see how contracted cash flows offset interest expense and large non‑cash fair value swings.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 Revenue: $34.8M
Q1 2026 Net Loss: $114.3M
Q1 2026 Adjusted EBITDA: -$48.2M
+5 more
8 metrics
Q1 2026 Revenue
$34.8M
Revenue – bitcoin mining for the three months ended March 31, 2026
Q1 2026 Net Loss
$114.3M
Net loss available for common stockholders in Q1 2026
Q1 2026 Adjusted EBITDA
-$48.2M
Adjusted EBITDA for the three months ended March 31, 2026
Contracted Revenue
$11.4Bn
Total contracted revenue across long-term HPC leases
Average Annualized NOI
$787M
Average contracted annualized NOI from Oct 2026 to Sept 2036
Total Assets
$6.39B
Total assets as of March 31, 2026
Total Debt
$5.21B
Total debt including secured and convertible notes as of March 31, 2026
Contracted HPC Capacity
700 MW
Contracted gross high-performance computing capacity
Key Terms
Adjusted EBITDA, hyperscale, power purchase agreement, warrant liability, +1 more
5 terms
Adjusted EBITDA financial
"This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of (i) interest income"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
hyperscale technical
"three data center campus leases with world’s leading hyperscalers"
Hyperscale describes the ability of a system or operation to grow rapidly and handle extremely large amounts of work or data. It’s like a massive factory that can quickly expand its production capacity to meet soaring demand. For investors, hyperscale indicates a business’s potential to scale efficiently, often leading to increased growth and profitability.
power purchase agreement financial
"Change in fair value of power purchase agreement | (28,230)"
A power purchase agreement (PPA) is a long-term contract in which a buyer agrees to purchase electricity from a generator at an agreed price and schedule, similar to a multi-year subscription for power or a long-term lease of an energy source. Investors care because PPAs provide predictable revenue and cash flow for the generator, reduce market-price exposure, and shift credit and performance risk to the buyer, all of which affect valuation, financing and perceived investment stability.
warrant liability financial
"Change in fair value of warrant liability | 43,610"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
Redeemable noncontrolling interest financial
"Redeemable noncontrolling interest | 25,679"
A redeemable noncontrolling interest is a minority ownership stake in a business that the minority owner can require to be bought back for cash or that must be redeemed under set conditions. Investors care because it is not permanent equity: it represents a foreseeable cash obligation and can reduce the parent company’s reported equity and available cash, much like a loan from a roommate you must repay on request rather than shared ownership of the house.
Earnings Snapshot
Revenue: $34.8M
Q1 2026
Revenue
$34.8M
Net loss
$114.3M
Adjusted EBITDA
-$48.2M
Loss per share
$0.28
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): May 5, 2026
________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| Floor 54 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (332 ) 262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________
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:
| 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 | ||||||||||||
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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On May 5, 2026, Cipher Digital Inc. (the “Company”) announced its results for the first quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).
Item 7.01 Regulation FD Disclosure.
On May 5, 2026, the Company posted a presentation to its website at https://investors.cipherdigital.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.
The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.
The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:
Exhibit Number | Description | |||||||
| 99.1 | Press Release of the Company, dated May 5, 2026 | |||||||
| 99.2 | Presentation of the Company, dated May 5, 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.
| Cipher Digital Inc. | |||||||||||
| Date: | May 5, 2026 | By: | /s/ Tyler Page | ||||||||
| Tyler Page Chief Executive Officer | |||||||||||
Exhibit 99.1
Cipher Digital Provides First Quarter 2026 Business Update
Development Timeline on Track at Barber Lake and Black Pearl Data Centers
Signed Third AI Data Center Campus Lease with Investment-Grade Hyperscale Tenant
Secured $200 Million Revolving Credit Facility Supported by a Syndicate of Leading Global Financial Institutions
NEW YORK—May 5, 2026—Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer, owner, and operator of industrial-scale data centers, today announced its first quarter 2026 financial results, with an update on its operations and business strategy.
“2026 is the year of execution for Cipher,” said Tyler Page, Chief Executive Officer. “We are proud to announce massive development progress at both the Barber Lake and Black Pearl campuses. On the business development front, we built on the strong momentum from last year by signing our third AI data center campus lease with an investment-grade Hyperscale tenant in the first quarter. We also secured our first corporate revolving credit facility, strengthening our liquidity position by providing up to $200 million of committed borrowing capacity from leading global financial institutions. Looking forward, we will continue to build on this momentum and establish ourselves as the leading HPC development platform.”
Finance and Operations Highlights
•Signed third data center campus lease with an investment-grade Hyperscale tenant
•Barber Lake data center building was topped out in April, with mechanical, electrical, and networking work fronts ongoing. The project remains on schedule
•At Black Pearl, the retrofitting of existing data center structure for Phase I is progressing well. Layout and site work for Phase II began in April. The project remains on schedule
•Closed revolving credit facility providing up to $200 million of committed capacity, supported by a syndicate of leading global financial institutions
•The Company expects to have sufficient capital to fund the equity component of the third data center campus and support its near-term capital requirements
•Q1 2026 Revenue of $35 million and Adjusted EBITDA of negative $48 million
Business Update Call and Webcast
The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.cipherdigital.com/.
About Cipher
Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company 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. To learn more about Cipher, please visit https://www.cipherdigital.com/.
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 about the Company’s beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, 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 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 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. You should 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 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.
The Company maintains a dedicated investor website at https://investors.cipherdigital.com/investors (“Investors’ Website”). Financial 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, including 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 information 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 section of Cipher’s Investors’ Website and submitting your email address.
Non-GAAP Financial Measures
This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners.
Beginning with the three months ended March 31, 2026, the Company has changed its primary non-GAAP performance from "Adjusted Earnings (Loss)," which the Company has previously reported, to Adjusted EBITDA. Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted EBITDA also excludes interest expense, interest income, and current income tax expense. Management changed the measure because, following our issuance of the 2030 Convertible Notes in May 2025, the 2030 Senior Secured Notes in November 2025, the 2031 Convertible Notes in
September 2025, and the 2031 Senior Secured Notes in February 2026, our interest expense has become a significant component of net loss that is not directly tied to our underlying operating performance. We believe that excluding interest expense, interest income, and current income tax expense provides a measure that is more representative of the Company's core operating performance, more comparable to measures used by industry peers, and more useful to investors evaluating our underlying business. The reconciliation table below presents Adjusted EBITDA for both periods presented under the Company’s new methodology. The Company does not intend to report Adjusted Earnings (Loss) in future periods.
These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors by excluding certain items that vary in our industry based on company policy.
Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our condensed consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such condensed consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.
Contacts:
Investor Contact:
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 / Kendal Till
Dukas Linden Public Relations
CipherDigital@DLPR.com
CIPHER DIGITAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(unaudited)
March 31, 2026 | December 31, 2025 | ||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ 715,203 | $ 628,263 | |||||||||
Restricted cash, current | 3,011,874 | 1,761,292 | |||||||||
Accounts receivable | 8,487 | 687 | |||||||||
Receivables, related party | - | 271 | |||||||||
Prepaid expenses and other current assets | 29,873 | 7,977 | |||||||||
Bitcoin | 76,150 | 125,400 | |||||||||
Miners held for sale | 30,767 | 94,879 | |||||||||
Derivative asset | 21,640 | 34,090 | |||||||||
Total current assets | 3,893,994 | 2,652,859 | |||||||||
Restricted cash, noncurrent | 519,261 | 275,076 | |||||||||
Property and equipment, net | 1,307,253 | 633,417 | |||||||||
Intangible assets, net | 77,159 | 77,388 | |||||||||
Investment in equity investees | - | 29,400 | |||||||||
Derivative asset | 6,940 | 22,720 | |||||||||
Operating lease right-of-use asset | 7,703 | 11,321 | |||||||||
Security deposits | 27,755 | 27,732 | |||||||||
Other noncurrent assets | 553,520 | 561,995 | |||||||||
Total assets | $ 6,393,585 | $ 4,291,908 | |||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ 197,919 | $ 40,064 | |||||||||
Accrued expenses and other current liabilities | 204,626 | 90,086 | |||||||||
Finance lease liability, current portion | 4,355 | 4,237 | |||||||||
Operating lease liability, current portion | 1,901 | 1,731 | |||||||||
Warrant liability | 481,550 | 525,160 | |||||||||
Short-term borrowings | 355,348 | 37,793 | |||||||||
Total current liabilities | 1,245,699 | 699,071 | |||||||||
Long-term borrowings, net | 4,376,761 | 2,711,648 | |||||||||
Asset retirement obligations | 22,937 | 33,696 | |||||||||
Finance lease liability | 1,960 | 3,094 | |||||||||
Operating lease liability | 6,362 | 8,545 | |||||||||
Total liabilities | 5,653,719 | 3,456,054 | |||||||||
Commitments and contingencies (Note 13) | |||||||||||
Redeemable noncontrolling interest | 25,679 | 30,319 | |||||||||
Stockholders’ equity | |||||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2026, and December 31, 2025 | - | - | |||||||||
Common stock, $0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively, 412,612,619 and 412,074,529 shares issued as of March 31, 2026 and December 31, 2025, respectively, and 405,266,365 and 404,963,061 shares outstanding as of March 31, 2026, and December 31, 2025, respectively | 413 | 412 | |||||||||
Additional paid-in capital | 1,831,753 | 1,808,786 | |||||||||
Accumulated deficit | (1,117,972) | (1,003,656) | |||||||||
Treasury stock, at par, 7,346,254 and 7,111,468 shares at March 31, 2026 and December 31, 2025, respectively | (7) | (7) | |||||||||
Total stockholders’ equity | 714,187 | 805,535 | |||||||||
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 6,393,585 | $ 4,291,908 | |||||||||
CIPHER DIGITAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(unaudited)
Three Months Ended March 31, | |||||||||||
2026 | 2025 | ||||||||||
Revenue - bitcoin mining | $ 34,838 | $ 48,959 | |||||||||
Costs and operating (expenses) income | |||||||||||
Cost of revenue | (17,705) | (14,894) | |||||||||
Compensation and benefits | (35,003) | (14,303) | |||||||||
General and administrative | (11,741) | (8,951) | |||||||||
Depreciation and amortization | (19,014) | (43,467) | |||||||||
Change in fair value of power purchase agreement | (28,230) | 7,330 | |||||||||
Power sales | 2,138 | 991 | |||||||||
Equity in losses of equity investees | (1,601) | (5,292) | |||||||||
Unrealized gains (losses) on fair value of bitcoin | 3,760 | (20,178) | |||||||||
Realized (losses) gains on sale of bitcoin | (24,223) | 12,196 | |||||||||
Other operating losses | (17,788) | (479) | |||||||||
Total costs and operating expenses | (149,407) | (87,047) | |||||||||
Operating loss | (114,569) | (38,088) | |||||||||
Other income (expense) | |||||||||||
Interest income | 31,590 | 190 | |||||||||
Interest expense | (59,158) | (777) | |||||||||
Change in fair value of warrant liability | 43,610 | - | |||||||||
Other expenses | (15,382) | (156) | |||||||||
Total other income (expense) | 660 | (743) | |||||||||
Loss before taxes | (113,909) | (38,831) | |||||||||
Current income tax expense | (407) | (779) | |||||||||
Deferred income tax benefit (expense) | - | 635 | |||||||||
Total income tax expense | (407) | (144) | |||||||||
Net loss | (114,316) | (38,975) | |||||||||
Less: Net loss attributable to redeemable noncontrolling interest | - | - | |||||||||
Net loss available for common stockholders | $ (114,316) | $ (38,975) | |||||||||
Loss per share - basic and diluted | $ (0.28) | $ (0.11) | |||||||||
Weighted average shares outstanding - basic and diluted | 405,112,315 | 360,514,620 | |||||||||
Non-GAAP Financial Measures
The following is a reconciliation of our Adjusted EBITDA, which excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners, to the most directly comparable GAAP measure for the periods indicated (in thousands).
Three Months Ended March 31, | |||||||||||
2026 | 2025 | ||||||||||
Reconciliation of Adjusted EBITDA: | |||||||||||
Net loss | $ (114,316) | $ (38,975) | |||||||||
Interest income | (31,590) | (190) | |||||||||
Interest expense | 59,158 | 777 | |||||||||
Total income tax expense | 407 | 144 | |||||||||
Depreciation and amortization | 19,014 | 43,467 | |||||||||
EBITDA | $ (67,327) | $ 5,223 | |||||||||
Change in fair value of power purchase agreement | 28,230 | (7,330) | |||||||||
Share-based compensation expense | 27,048 | 9,132 | |||||||||
Other losses (gains) - nonrecurring | — | 479 | |||||||||
Change in fair value of warrant liability | (43,610) | — | |||||||||
Loss on miners held for sale | 7,437 | — | |||||||||
Adjusted EBITDA | $ (48,222) | $ 7,504 | |||||||||
Business Update 1 May 5, 2026
Forward -Looking Statements This communication contains certain forward -looking statements within the meaning of the federal securities laws of the United S tates. The Company intends such forward -looking statements to be covered by the safe harbor provisions for forward -looking state ments contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any st ate ments made in this communication that are not statements of historical fact, such as, statements about the Company’s beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihoo d o f success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data cen ters, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward -looking statements and should be evaluated as such. These for ward - 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 ma nagement, 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, an d it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ material ly from the forward -looking statements in this communication, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, incl uding 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 regulatio ns affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify a nd realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties describe d in the “Risk Factors” section of Cipher’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2025, to be filed wit h the Securities and Exchange Commission (“SEC”), and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that cou ld 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 r equired by law, does not intend to update or revise these forward -looking statements, whether as a result of new information, fu ture events, or otherwise. Website Disclosure The Company maintains a dedicated investor website at https://investors.cipherdigital.com/investors (“Investors’ Website”). Financial 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, including through press releases, investor presentations, rep orts and notices of upcoming events. Cipher intends to utilize its Investors’ Website as a channel of distribution to reach publ ic investors and as a means of disclosing material non - public information for complying with disclosure obligations under Regulation FD. In addition, you may sign up to automatical ly receive email alerts and other information about the Company by visiting the “Email Alerts” option under the Investors Resour ces section of Cipher’s Investors’ Website and submitting your email address. Non -GAAP Financial Measures This communication includes supplemental financial measures Adjusted EBITDA, that excludes the impact of ( i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non -cash change in fai r value of derivative asset, (vi) share -based compensation expense, (vii) nonrecurring gains and losses, (viii) the non -cash change in fair value of warrant liability, (ix) non -cash losses related to mi ners reclassified as held for sale, (x) impairment of long -lived assets, and (xi) non -cash disposal of miners. This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of ( i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non -cash change in fai r value of derivative asset, (vi) share -based compensation expense, (vii) nonrecurring gains and losses, (viii) the non -cash change in fair value of warrant liability, (ix) non -cash losses related to mi ners reclassified as held for sale, (x) impairment of long -lived assets, and (xi) non -cash disposal of miners. Beginning with the three months ended March 31, 2026, the Company has changed its primary non -GAAP performance from "Adjusted Ea rnings (Loss)," which the Company has previously reported, to Adjusted EBITDA. Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted EBITDA also excludes interest expense, interest inc ome , and current income tax expense. Management changed the measure because, following our issuance of the 2030 Convertible Note s in May 2025, the 2030 Senior Secured Notes in November 2025, the 2031 Convertible Notes in September 2025, and the 2031 Senior Secured Notes in February 2026, our interest expense has become a significant component of net loss that is not directly tied to our underlying operating performan ce. We believe that excluding interest expense, interest income, and current income tax expense provides a measure that is more representative of the Company's core operatin g p erformance, more comparable to measures used by industry peers, and more useful to investors evaluating our underlying busine ss. The reconciliation table below presents Adjusted EBITDA for both periods presented under the Company’s new methodology. The Company does not intend to report Adjuste d E arnings (Loss) in future periods. These supplemental financial measures are not measurements of financial performance under accounting principles generally acc ept ed in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly t itled measures of other companies. Management uses these non -GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non -GAAP financial measures can also facilitate comparison of our operatin g results to those of our competitors by excluding certain items that vary in our industry based on company policy. Non -GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measure ments prepared in accordance with GAAP. For example, we expect that share -based compensation expense, which is excluded from the non -GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain emp loyees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expen se over the term of the useful life of the related assets. Our non -GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our cons olidated financial statements included elsewhere in this communication, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, manage and evaluate our business performance and use the non -GAAP financial measures only supplemental ly. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Digi tal Inc. All rights reserved. 2
3 Built for Hyperscale.
10-15 Years Base Lease Terms ~$11.4 Bn Contracted Revenue ~$787 MM Avg. Annualized NOI (3) 700 MW Contracted Gross HPC Capacity 4 Cipher Digital Leading HPC Development Platform Built for Hyperscale Note: (1) Based on gross MWs for executed HPC leases and currently operating bitcoin self -mining capacity (2) Gross pipeline capacity subject to ERCOT batch process (3) Reflects total average contracted annualized NOI from October 2026 to September 2036, through the end of the Barber Lake Fluidstack/Google base lease term Current Portfolio 907 MW (1) of operating and contracted capacity today, including three data center campus leases with world’s leading hyperscalers Pipeline Capacity Current ~3.3 GW (2) portfolio of grid pipeline capacity expected to be energized across 2027 -2030+ Vertically Integrated Developer & Operator In-house power origination, engineering, procurement, construction, and operations built to deliver hyperscale capacity at speed and at scale
5 ~4.2 GW Portfolio Capacity by 2030+ Note: MW presented on a gross basis (1) Gross pipeline capacity subject to ERCOT batch study process • Contracted HPC capacity • Pipeline HPC capacity • Bitcoin mining capacity Pro Forma MW Mix Operating, Contracted & Pipeline Capacity ~14% ~2% ~78% ~5% Existing Contracted HPC Capacity Pipeline HPC Capacity (1) Bitcoin Mining ~4,177 MW (1) Newly Contracted HPC Capacity
$86 $646 $725 $747 $770 $793 $816 $841 $866 $892 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Net Operating Income 6 Note: (1) Reflects total average contracted annualized NOI from October 2026 to September 2036, through the end of the Barber Lake Fluidstack/Google base lease term Contracted capacity expected to generate ~$787MM of average annualized NOI over base lease term (1) $ in MM Long -Term Leases & Contracted Cashflows ~$787MM (1) Average Contracted Annual NOI
7 Execution Defines 2026 Corporate Execution Physical Execution Inaugural $200MM Revolving Credit Facility • First -of-its-Kind facility s upported by syndicate of leading global financial institutions $2.0Bn Financing for Black Pearl • Fully financed Black Pearl through completion with a $2.0Bn bond issuance Signed Third Data Center Campus Lease • Initial term of 15-years with an investment -grade Hyperscale tenant Barber Lake Black Pearl • 1,100+ active workers on site daily in April 2026, with 1,400+ expected in May 2026 • 1,000,000+ labor hours recorded with zero loss time incidents • Design kick -off to building topping out accomplished in 7 months • Phase I : Progressed from kick -off to retrofitting existing infrastructure in 1 month • Phase II : Commenced ground & earth work on-site within 3 months of kick -off
8 Current Portfolio
• Building topped out with completion of primary structural steel • Mechanical, electrical and networking work fronts continue to progress on schedule • Project tracking to meet contractual Early Access and Substantial Completion milestone dates Barber Lake Construction Update 9 100% Design Complete All current design milestones have been achieved on schedule ~99% Equipment Secured Equipment delivery dates support construction completion targets
10
Black Pearl Construction Update 11 • Data center development on track as Phase I retrofit and Phase II pad preparation continue to progress • Actively installing Phase I cooling and electrical infrastructure to accommodate new HPC equipment • Project tracking to meet contractual Early Access and Rack - Ready milestone dates ~80% Phase II Equipment Secured Equipment delivery dates support construction completion targets ~93% Phase I Equipment Secured Equipment delivery dates support construction completion targets
Stingray Construction Update 12 • Data center development on track with earthwork and pad preparation currently in progress • Electrical work for substation has commenced , aligning with Q4 2026 target energization timeline • Electrical construction mobilizing in Q2 2026
~11.6 EH/s Total Hashrate Odessa Site Snapshot 207 MW Total Capacity ~17.2 J/TH Fleet Efficiency ~¢2.8 /kWh Power Cost 13 ~346 BTC Mined at Odessa in Q1 2026 Odessa’s fixed -price PPA positions Cipher as one of the lowest -cost BTC producers ~0.3 EH/s Increased Hashrate in Q1 2026 Replaced ~10,000 outdated mining rigs with ~10,000 Bitmain S21 XP mining rigs from Black Pearl
Development Pipeline 14
Grid Pipeline Spotlight Ulysses • Interconnection approved for 200 gross MW and substation development initiated • In discussions for HPC hosting lease 2027 Q4 Target Energization 200 MW Gross Capacity McLennan • All necessary deposits are funded & land is secured • Requisite studies approved by ERCOT and expected to be included in Batch Zero 2028 Target Energization (1) 500 MW Gross Capacity (1) Colchis 2028 Target Energization (1) 1,000 MW Gross Capacity (1) Reveille • ERCOT interconnection approved for 70 gross MW and substation development initiated • In discussions for HPC hosting lease 2027 Q3 Target Energization 70 MW Gross Capacity Mikeska 2028 Target Energization (1) 500 MW Gross Capacity (1) Ulysses 200 MW Ohio Texas Colchis 1,000 MW McLennan 500 MW Reveille 70 MW Mikeska 500 MW Note: MW presented on a gross basis (1) Gross capacity and target energization subject to ERCOT batch study process 15 • All necessary deposits are funded & land is secured • ERCOT study submission and approval process ongoing and expected to be included in Batch Zero • All necessary deposits are funded & land is secured • ERCOT study submission and approval process ongoing and expected to be included in Batch Zero
207 MW 300 MW 300 MW 100 MW 207 MW 700 MW Bitcoin Mining Capacity Contracted HPC Capacity 16 Grid Pipeline Capacity Timeline (1)Operating & Contracted Capacity Note: MW presented on a gross basis (1) Reflects estimated target energization and capacity subject to ERCOT batch study process (2) 500 MW of potential grid capacity adjacent to the current 300 MW site, expected to be available 2030+ subject to ERCOT batch study process 200 MW 500 MW 500 MW70 MW 500 MW 500 MW 1,000 MW 270 MW 2,500 MW 500 MW 2027 2028 - 2029 2030+ Current Portfolio & Pipeline Capacity ~4.2 GW of Total Portfolio Grid Capacity Barber Lake ► Black Pearl ► Odessa ► Reveille ► Ulysses ► McLennan (1) ► Barber Lake (2) ►Milsing (1) ► Colchis (1) ► Mikeska (1) ► Third HPC Lease ►
Q1 2026 Financial Update 17
18 Capital Structure and Liquidity Overview Note: Organizational structure chart depicts select subsidiaries and is not intended to represent the Company's complete corp orate structure ; (1) Reflects the entity that will develop the data center supporting Cipher’s third data center campus lease; (2) Ratings p rov ided by Moody’s and Fitch; (3) Cipher Compute LLC high -yield bond amortizes in line with the Google backstop, which is determined by rent payments made by Fluidstack; (4) Bitcoin balance based on an assumed price of $68,035 per bitcoin as of March 31, 2026 As of Next Call $ in MM 3/31/2026 Maturity Pricing Amort. Date Price Rating (2) Cash, Restricted Cash, and Cash Equivalents $4,246 $200MM Revolving Credit Facility – 03/31/30 Lev. -based 7.125% Senior Secured Notes (Cipher Compute LLC) 1,733 11/15/30 7.125% Rent-based (3) 11/15/2027 103.563 Ba3 / BB - 6.125% Senior Secured Notes (Black Pearl Compute LLC) 2,000 02/15/31 6.125% 7.000% 2/15/2028 103.063 Ba2 / BB - Total Secured Debt $3,733 1.750% Convertible Note (Cipher Digital Inc.) 173 05/15/30 Conv. Px 0.000% Convertible Note (Cipher Digital Inc.) 1,300 10/01/31 Conv. Px Total Debt $5,206 Net Debt 960 Memo: Unrestricted Cash & Cash Equivalents 715 Memo: Bitcoin Balance (4) 76 Publicly Traded Entity Operating Equity Non-Operating Entity Cipher Barber Lake LLC Cipher Black Pearl LLC Borrowings $200MM Revolving Credit Facility matures 2030 $173MM Convertible Note due 2030 (1.75%) $1.3Bn Convertible Note due 2031 (0.00%) Cipher Digital Inc. (NASDAQ: CIFR) $1.7Bn Notes due 2030 (7.125%) $2.0Bn Notes due 2031 (6.125%) Cipher Compute LLC Black Pearl Compute LLC Third HPC Lease Entity (1)
19 Results of Operations QoQ and YoY Comparison Note: In thousands except for share and per share amounts Three Months Ended Three Months Ended March 31, 202 6 December 31, 2025 March 31, 202 6 March 31, 2025 Revenue - bitcoin mining $ 34,838 $ 59,711 $ 34,838 $ 48,959 Costs and operating (expenses) income Cost of revenue (17,705) (24,259) (17,705) (14,894) Compensation and benefits (35,003) (34,722) (35,003) (14,303) General and administrative (11,741) (10,186) (11,741) (8,951) Depreciation and amortization (19,014) (51,871) (19,014) (43,467) Change in fair value of power purchase agreement (28,230) (11,680) (28,230) 7,330 Power sales 2,138 3,168 2,138 991 Equity in losses of equity investees (1,601) (12,350) (1,601) (5,292) Unrealized gains (losses) on fair value of bitcoin 3,760 (38,676) 3,760 (20,178) Realized gains (losses) on sale of bitcoin (24,223) (8,965 ) (24,223) 12,196 Other operating losses (17,788) (170,785) (17,788) (479) Total costs and operating expenses (149,407) (360,32 4) (149,407) (87,047) Operating loss (114,569) (300,613) (114,569) (38,088) Other income (expense) Interest income 31,590 18,537 31,590 190 Interest expense (59,158) (33,359) (59,158) (777) Change in fair value of warrant liability 43,610 (12,570) 43,610 - Other expense (15,382) (410,268) (15,382) (156) Total other income ( expense ) 660 (437,66 1) 660 (743) Loss before taxes (113,909) (738,273) (113,909) (38,831) Current income tax (expense ) benefit (407) 201 (407) (779) Deferred income tax benefit - 3,870 - 635 Total income tax (expense) benefit (407) 4,071 (407) (144) Net loss (114,316) (734,20 2) (114,316) (38,975 ) Less: Net loss attributable to redeemable noncontrolling interest - — - — Net loss available for common stockholders $ (114,316) $ (734,202) $ (114,316) $ (38,975 ) Loss per share - basic and diluted $ (0.28) $ (1.85) $ (0.28) $ (0.11) Weighted average shares outstanding – basic and diluted 405,112,315 397,123,481 405,112,315 360,514,620
20 Consolidated Balance Sheets Note: In thousands except for share and per share amounts March 31, 202 6 December 31, 202 5 ASSETS Current assets Cash and cash equivalents $ 715,203 $ 628,263 Restricted cash, current 3,011,874 1,761,292 Accounts receivable 8,487 687 Receivables, related party - 271 Prepaid expenses and other current assets 29,873 7,977 Bitcoin 76,150 125,400 Miners held for sale 30,767 94,879 Derivative asset 21,640 34,090 Total current assets 3,893,994 2,652,859 Restricted cash, noncurrent 519,261 275,076 Property and equipment, net 1,307,253 633,417 Intangible assets, net 77,159 77,388 Investment in equity investees - 29,400 Derivative asset 6,940 22,720 Operating lease right -of-use asset 7,703 11,321 Security deposits 27,755 27,732 Other noncurrent assets 553,520 561,995 Total assets $ 6,393,585 $ 4,291,908 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 197,919 $ 40,064 Accrued expenses and other current liabilities 204,626 90,086 Finance lease liability, current portion 4,355 4,237 Operating lease liability, current portion 1,901 1,731 Warrant liability 481,550 525,160 Short -term borrowings 355,348 37,793 Total current liabilities 1,245,699 699,071 Long -term borrowings, net 4,376,761 2,711,648 Asset retirement obligations 22,937 33,696 Finance lease liability 1,960 3,094 Operating lease liability 6,362 8,545 Deferred tax liability - - Total liabilities 5,653,719 3,456,054 Commitments and contingencies ( Note 13) Redeemable noncontrolling interest 25,679 30,319 Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2026, and December 31, 2025 - - Common stock, $0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized, 412,612,619 and 412,074,529 shares issued as of March 31, 2026 and December 31, 2025, respectively, and 405,266,365 and 404,963,061 shares outstanding as of March 31, 2026, and December 31, 2025, respectively 413 412 Additional paid -in capital 1,831,753 1,808,786 Accumulated deficit (1,117,972) (1,003,656) Treasury stock, at par, 7,346,254 and 7,111,468 shares at March 31, 2026 and December 31, 2025, respectively (7) (7) Total stockholders’ equity 714,187 805,535 Total liabilities, redeemable noncontrolling interest, and stockholders’ equity $ 6,393,585 $ 4,291,908
Appendix 21
22 Non-GAAP Adjusted EBITDA QoQ and YoY Comparison Three Months Ended Three Months Ended March 31, 202 6 December 31, 2025 March 31, 2026 March 31, 2025 Reconciliation of EBITDA: Net loss $ (114,316) $ (734,20 2) $ (114,316) $ (38,975) Interest income (31,590) (18,537) (31,590) (190) Interest expense 59,158 33,359 59,158 777 Total income tax expense (benefit) 407 (4,071) 407 144 Depreciation and amortization 19,014 51,871 19,014 43,467 EBITDA $ (67,327) $ (671,580 ) $ (67,327) $ 5,223 Reconciliation of EBITDA to Adjusted EBITDA EBITDA $ (67,327) $ (671,582) $ (67,327) $ 5,223 Change in fair value of power purchase agreement 28,230 11,680 28,230 (7,330) Share -based compensation expense 27,048 24,050 27,048 9,132 Other losses - nonrecurring — 412,638 — 479 Change in fair value of warrant liability (43,610) 12,570 (43,610) — Loss on miners held for sale 7,437 96,056 7,437 — Impairment of long -lived assets — 45,317 — — Disposal of miners — 29,358 — — Adjusted EBITDA $ (48,222) $ (39,911) $ (48,222) $ 7,504
23