Cipher Digital (NASDAQ: CIFR) adds new $200M revolving credit line

Rhea-AI Filing Summary

Cipher Digital Inc. entered into a new Credit Agreement providing a $200,000,000 revolving credit facility, including a $50,000,000 letter of credit sublimit. The facility runs until the fourth anniversary of the closing date, with a possible earlier maturity tied to its 1.750% Convertible Senior Notes due 2030.

Borrowings can be used for working capital and general corporate purposes and initially bear interest at Adjusted Term SOFR plus 1.750% or an alternate base rate plus 0.750%, with margins later tied to the company’s Consolidated Total Debt to Market Capitalization Ratio. The facility is secured by a first‑priority lien on substantially all company assets and guaranteed by certain subsidiaries.

The agreement requires minimum quarterly Liquidity levels of $100,000,000 to $200,000,000 depending on cash flows from the Barber Lake and Black Pearl facilities, and each borrowing is conditioned on a minimum Market Capitalization of $3,000,000,000. It also allows up to $50,000,000 of incremental revolving or term loan commitments and includes customary covenants and events of default. No amounts were outstanding at closing.

Insights

Credit markets analyst

$200M secured revolver boosts liquidity but adds covenant constraints.

The new $200,000,000 revolving credit facility gives Cipher Digital flexible funding for working capital and general corporate uses, with no initial borrowings. Pricing is floating, based on Adjusted Term SOFR or an alternate base rate plus a margin.

The facility is secured by first‑priority liens on substantially all assets and guaranteed by restricted subsidiaries, which strengthens lender protection. It includes a minimum Liquidity covenant between $100,000,000 and $200,000,000, tied to cash flows from the Barber Lake and Black Pearl facilities, and a minimum Market Capitalization of $3,000,000,000 for each draw.

The agreement permits up to $50,000,000 of incremental commitments, potentially expanding capacity. However, customary negative covenants on additional debt, liens, investments, and distributions, along with detailed default triggers, mean operational and financial policies must remain aligned with these terms for continued access.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): March 23, 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 1.01. Entry into a Material Definitive Agreement.

On March 23, 2026 (the “Closing Date”), Cipher Digital Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) as borrower, the lenders and issuing banks party thereto (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent, lead left arranger, bookrunner and structuring agent, and Banco Santander, S.A., New York Branch, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC, as joint lead arrangers, joint bookrunners, co-syndication agents and documentation agents. Terms used herein and not otherwise defined herein have the meanings given to them in the Credit Agreement.

The Credit Agreement provides for a $200,000,000 revolving credit facility (the “Revolving Credit Facility”), including a $50,000,000 letter of credit sublimit. Revolving loans under the Revolving Credit Facility may be borrowed, repaid and reborrowed and letters of credit may be issued from time to time until the fourth anniversary of the Closing Date (the “Maturity Date”), subject to a springing maturity 91 days prior to the maturity date of the Company’s 1.750% Convertible Senior Notes due 2030, if then outstanding. Prior to the Stabilization Date (as defined in the Credit Agreement), availability under the Revolving Credit Facility is capped at $50,000,000. The proceeds of borrowings under the Revolving Credit Facility may be used for working capital and general corporate and other lawful purposes. Letters of Credit may be issued for general corporate purposes of the Company and its subsidiaries. As of the Closing Date, no amounts were outstanding under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at (i) a per annum rate equal to Adjusted Term SOFR (subject to a 0.00% floor) plus an applicable margin ranging from 1.250% to 1.750%, or (ii) an alternate base rate plus an applicable margin ranging from 0.250% to 0.750%, in each case by reference to the Company’s Consolidated Total Debt to Market Capitalization Ratio (as defined in the Credit Agreement). Until the delivery of the compliance certificate for the fiscal quarter ending September 30, 2026, the applicable margin will be 1.750% per annum for Term SOFR loans and 0.750% per annum for ABR loans.

The obligations under the Credit Agreement are guaranteed by each of the Company’s restricted subsidiaries, that is or becomes a loan party (other than certain excluded subsidiaries and immaterial subsidiaries). The obligations under the Credit Agreement and the guarantees are secured by a first-priority lien on substantially all of the assets of the Company and certain equity interests owned by the guarantors, subject to certain exclusions.

The Credit Agreement requires the Company to maintain minimum Liquidity as of the last day of each fiscal quarter of not less than (i) $100,000,000, prior to the commencement of cash flows of either the Barber Lake facility or the Black Pearl facility, (ii) $150,000,000, after the commencement of cash flow of one but not both of the Barber Lake facility and the Black Pearl facility, and (iii) $200,000,000, after the commencement of cash flows for both the Barber Lake facility and the Black Pearl facility. In addition, as a condition to each borrowing under the Revolving Credit Facility, the Company is required to be in compliance with a minimum Market Capitalization of not less than $3,000,000,000. The Credit Agreement also contains an equity cure right with respect to the minimum Liquidity covenant.

The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including, among other things, covenants that restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness, grant liens, make investments, make restricted payments, consummate asset sales, enter into transactions with affiliates and engage in mergers and fundamental changes, in each case subject to customary exceptions and qualifications. The Credit Agreement also permits the Company to obtain incremental revolving commitments or term loan commitments in an aggregate amount of up to $50,000,000, plus the amount of any voluntary commitment reductions and prepayments, subject to the satisfaction of certain conditions.

The Credit Agreement contains customary events of default, including, among others, nonpayment of principal or interest, breach of representations or covenants, cross-default and cross-acceleration to material indebtedness, certain bankruptcy or insolvency events, material judgments, certain ERISA events, invalidity of security interests or guarantees, and a change of control.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Credit Agreement, dated as of March 23, 2026, among Cipher Digital Inc., as borrower, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.
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: March 25, 2026	CIPHER DIGITAL INC.
	By:	/s/ Tyler Page
	Name:	Tyler Page
	Title:	Chief Executive Officer

FAQ

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

Cipher Digital entered into a new Credit Agreement providing a $200,000,000 revolving credit facility. The facility supports working capital and general corporate purposes and is backed by first‑priority liens on substantially all company assets, with guarantees from certain restricted subsidiaries.

What are the key terms of Cipher Digital’s $200 million revolving credit facility?

The facility offers up to $200,000,000, including a $50,000,000 letter of credit sublimit, maturing on the fourth anniversary of closing. Interest is based on Adjusted Term SOFR plus 1.250%–1.750% or an alternate base rate plus 0.250%–0.750%, tied to leverage metrics.

How is Cipher Digital’s new credit facility secured and guaranteed?

Obligations under the Credit Agreement are secured by a first‑priority lien on substantially all of Cipher Digital’s assets and certain equity interests. They are guaranteed by restricted subsidiaries that are or become loan parties, subject to specified exclusions and immaterial subsidiary carve‑outs.

What financial covenants apply to Cipher Digital’s new revolving credit line?

The agreement requires minimum Liquidity of $100,000,000 to $200,000,000, depending on cash flows from the Barber Lake and Black Pearl facilities. Each borrowing also requires a minimum Market Capitalization of $3,000,000,000, plus customary representations and covenants.

Can Cipher Digital increase the size of its new credit facility?

Yes. The Credit Agreement permits Cipher Digital to obtain incremental revolving or term loan commitments up to $50,000,000, plus amounts from voluntary commitment reductions and prepayments, provided specified conditions are satisfied under the facility’s terms.

Were any amounts drawn under Cipher Digital’s credit facility at closing?

No. As of the closing date of the Credit Agreement, no amounts were outstanding under the $200,000,000 revolving credit facility. This leaves the full capacity available for future working capital and general corporate needs.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.1 MB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB