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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):
February 11, 2026
CIPHER MINING
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.
Senior Secured Notes Offering
General
On February 11, 2026, Black Pearl Compute LLC (“Black
Pearl Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Mining Inc. (“Cipher” or the
“Company”), completed its previously announced private offering of 6.125% Senior Secured Notes due 2031 (the “notes”).
The notes were sold under a purchase agreement, dated as of February 4, 2026, entered into by and among the Company, Cipher Black Pearl
LLC, a wholly-owned subsidiary of Black Pearl Compute (“Cipher Black Pearl”), 11786 Wink LLC, a wholly-owned subsidiary of
Black Pearl Compute (together with Cipher Black Pearl, the “Guarantors”), and Morgan Stanley & Co. as representative of
the initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-US persons in reliance on Regulation
S under the Securities Act. The aggregate principal amount of notes sold in the offering was $2.0 billion.
The notes were issued at a price equal to 100%
of their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost of
the Black Pearl Facility, a high-performance computing data center in Wink, Texas (the “Black Pearl Facility”), (2) to reimburse
Cipher approximately $232.5 million for its prior equity contributions to Cipher Black Pearl used to fund capital expenditures relating
to the Black Pearl Facility, (3) to fund debt service reserves, and (4) to pay fees and expenses in connection with the foregoing.
Maturity and Interest Payments
On February 11, 2026, Black Pearl Compute, the
Guarantors and Black Pearl Holdings LLC, direct parent of Black Pearl Compute, entered into an indenture (the “Indenture”)
with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”). The notes are senior secured
obligations of Black Pearl Compute and bear interest at a rate of 6.125% per year payable semiannually in arrears on February 15 and August
15 of each year, beginning on August 15, 2026. The notes will mature on February 15, 2031, unless earlier redeemed or repurchased in accordance
with their terms.
Amortization of Principal
The principal amount of the notes will amortize
on a semi-annual basis on February 15 and August 15 of each year in an initial amount equal to 7.00% per annum of the principal amount
of the notes outstanding on the issue date, subject to adjustments as set forth in the Indenture. No amortization will be payable prior
to the completion of all phases of construction of the Black Pearl Facility. Required amortization shall be subject to adjustment in case
of partial redemption or repurchase.
Redemption
On or after February 15, 2028, the Issuer may redeem
the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.
Prior to February 15, 2028, the Issuer may redeem
the notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount
of the notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to February
15, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the
proceeds of certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.
Certain Covenants
The Indenture limits the ability of the Issuer
and the Guarantors to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or distributions
on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) create or incur liens;
(v) consummate certain asset sales; (vi) enter into sale and leaseback transactions; (vii) hold assets or conduct operations unrelated
to the operation of the Black Pearl Facility; (viii) engage in certain transactions with its affiliates; and (ix) merge, consolidate or
transfer or sell all or substantially all of its assets.
These covenants are subject to a number of important
qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, Black Pearl Compute must offer
to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
The Indenture also provides for customary events of default.
The foregoing description of the Indenture and
the notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture (and the form
of note included therein), a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and 4.2 hereto and is hereby incorporated
herein by reference.
Completion Guarantee
Cipher will provide a customary completion
guarantee with respect to the Black Pearl Facility, under which it will fund the Issuer as necessary to ensure the timely completion
of the Black Pearl Facility in the event that the proceeds of the Notes and the available funds (including prior equity contributions
by Cipher relating to the Black Pearl Facility) are insufficient to do so.
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.
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 use of any proceeds from the
offering, 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, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025, Cipher’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the SEC on August 7, 2025, Cipher’s Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 3, 2025, 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 |
| 4.1 |
|
Indenture, dated as of February 11, 2026, among Black
Pearl Compute LLC, Cipher Black Pearl LLC, 11786 Wink LLC, Black Pearl Holdings LLC, and Wilmington Trust, National Association, as
trustee, relating to the 6.125% senior secured notes. |
| 4.2 |
|
Form of Note representing the 6.125% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1). |
| 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: February 11, 2026 |
CIPHER MINING INC. |
| |
|
|
| |
By: |
/s/ Tyler Page |
| |
Name: |
Tyler Page |
| |
Title: |
Chief Executive Officer |
