Cipher Digital (NASDAQ: CIFR) shifts from bitcoin mining to long-term HPC leases
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cipher Digital Inc. filed an 8-K reporting a strategic pivot from bitcoin mining to developing high-performance computing (HPC) data centers, alongside fourth-quarter and full-year 2025 results. Bitcoin mining revenue for 2025 was $223.9 million, but the company posted a GAAP net loss of $822.2 million, or $2.15 per share.
After excluding major non-cash and nonrecurring items, Adjusted earnings were $22.2 million, or $0.06 per diluted share. Cipher rebranded from Cipher Mining to Cipher Digital, secured 600 MW of contracted HPC capacity under long-term leases with AWS, Fluidstack and Google, and expects about $9.3 billion of contracted revenue and roughly $669 million of average annual NOI over the base lease terms.
The company completed three high-yield bond offerings totaling $3.73 billion to fully fund its Barber Lake and Black Pearl data centers, lifting total assets to $4.29 billion and long-term borrowings to $2.71 billion as of December 31, 2025, with cash and cash equivalents of $628 million and additional restricted cash of $2.04 billion.
Positive
- Transformational HPC pivot with blue-chip tenants: Cipher secured 600 MW of contracted HPC capacity via a 15-year 300 MW lease with AWS and a 10-year 300 MW lease with Fluidstack and Google, supporting about $9.3 billion of contracted revenue and roughly $669 million of average annual NOI.
- Fully funded flagship projects: Three high-yield offerings raised an aggregate $3.73 billion in senior secured notes at coupons of 7.125% and 6.125%, providing full financing through substantial completion for the Barber Lake and Black Pearl data center developments.
Negative
- Large GAAP loss and growing complexity of results: 2025 GAAP net loss expanded to $822.2 million, or $2.15 per share, driven by depreciation, fair value changes, nonrecurring losses, impairments and miner disposals, making headline profitability weak and results harder to interpret.
- High consolidated leverage and new warrant overhang: Long-term borrowings reached $2.71 billion and warrant liability was $525.2 million as of December 31, 2025, meaning the new infrastructure model is paired with meaningfully higher debt and derivative obligations.
Insights
Cipher trades a bitcoin-mining profile for a highly levered, long-term HPC infrastructure model.
Cipher Digital has effectively redefined its business. It rebranded, exited non-core bitcoin mining joint ventures, and signed long-duration HPC hosting leases totaling 600 MW with AWS, Fluidstack and Google, underpinning about
This shift is funded by substantial project-level debt. Three high-yield note offerings raised
Financially, 2025 bitcoin mining revenue reached
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 20, 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 February 24, 2026, Cipher Digital Inc. (the “Company”) announced its results for the fourth quarter and full year ended December 31, 2025. 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Charter
On February 20, 2026, the Board of Directors approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Charter”), to change the name of the Company to “Cipher Digital Inc.” The amendment became effective upon filing with the Delaware Secretary of State on February 20, 2026.
Following the change of the Company’s name from Cipher Mining Inc. to Cipher Digital Inc., the Company’s Common Stock, par value $0.001 per share (“Common Stock”), will continue to trade on The Nasdaq Stock Market LLC under the same “CIFR” symbol. Similarly, the CUSIP number for the Company’s Common Stock will not change.
Amended and Restated Bylaws
On February 20, 2026, the Board of Directors approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to update the Company’s name to “Cipher Digital Inc.”
The foregoing description of the Amended and Restated Charter and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter and the Amended and Restated Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 24, 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 exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:
Exhibit Number | Description | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation | |||||||
| 3.2 | Amended and Restated Bylaws | |||||||
| 99.1 | Press Release of the Company, dated February 24, 2026 | |||||||
| 99.2 | Presentation of the Company, dated February 24, 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: | February 24, 2026 | By: | /s/ Tyler Page | ||||||||
| Tyler Page Chief Executive Officer | |||||||||||
Exhibit 99.1
Cipher Digital Provides Fourth Quarter and Full Year 2025 Business Update
Rebrands to Cipher Digital to Reflect Strategic Shift Toward HPC
Divested 49% Stake in Alborz, Bear, and Chief Mining Sites
Secured Full Funding for Existing Data Center Developments Through High-Yield Bond Offerings
Data Center Development on Track at Barber Lake and Black Pearl
NEW YORK—February 24, 2026—Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced its fourth quarter and full year 2025 financial results, with an update on its operations and business strategy.
“Building on a transformative 2025, the fourth quarter reflected continued momentum as we advanced our evolution into a leading HPC data center development company,” said Tyler Page, Chief Executive Officer. “During the quarter, we upsized our initial lease with Fluidstack and Google and signed our first HPC lease with Amazon. In addition, we successfully executed multiple high yield bond offerings to finance two of our existing HPC projects at Barber Lake and Black Pearl. In recognition of this successful shift in our business model and strategic priorities going forward, we are proud to now officially operate as Cipher Digital.”
The rebrand to Cipher Digital reflects the Company’s full strategic transition toward a business model centered on stable, long-duration cash flows and long-term leases with best-in-class hyperscale customers. Cipher is focused on sourcing and securing power, developing advanced data centers purpose-built for HPC workloads, and leasing capacity to the world’s leading technology companies. While bitcoin mining played a foundational role in building Cipher’s power origination expertise and large-scale development capabilities, the Company’s identity has evolved to focus on enabling next-generation compute at industrial scale.
In line with this new direction, Cipher sold its 49% interest in the three 40 MW joint venture sites, Alborz, Bear, and Chief, as well as select bitcoin mining machines previously deployed at Black Pearl. These non-core assets were acquired by Canaan Inc., a vertically integrated innovator in crypto mining, for approximately $40 million in an all-stock transaction. This transaction allows Cipher to simplify the business structure, maintain optimized exposure to the bitcoin mining industry in a capital-light manner, and accelerate the strategic transition.
In addition, the Company successfully executed three high-yield offerings to finance the construction at Barber Lake and Black Pearl. In the first transaction, Cipher raised $1.4 billion in aggregate principal of senior secured notes at 7.125%. Subsequently, the Company offered $333 million in additional aggregate principal at the same rate, bringing the total size of the financing for Barber Lake to $1.73 billion. The third high-yield offering raised $2.0 billion in aggregate principal of senior
secured notes at 6.125%, with the substantially lower rate reflecting the Company’s continued maturation and strong investor confidence.
With financing secured, the Company has cleared another major hurdle in the execution of these large-scale projects. Cipher is now fully focused on the construction and delivery of Barber Lake and Black Pearl, both of which remain on schedule, supported by our best-in-class construction team.
“2026 is a year of execution for Cipher as we fully transition the business into a leading infrastructure platform. With construction on track at our existing projects, a deep and expanding development pipeline, and heightened demand from both capital providers and tenants, we are firmly focused on establishing Cipher Digital as the premier developer and operator of data centers powering the next generation of compute,” added Mr. Page.
Finance and Operations Highlights
•Rebranded from Cipher Mining to Cipher Digital, reflecting the Company's pivot from bitcoin mining to HPC data center development
•Secured 600 MW gross of total contracted HPC capacity to date across two leases, a 15-year 300 MW lease with AWS and a 10-year 300 MW lease with Fluidstack and Google
•Completed three bond offerings to finance HPC data center buildouts for aggregate proceeds of $3.73 billion
•Barber Lake data center development is progressing on track with ~95% of long lead equipment secured and all current design milestones achieved
•Black Pearl data center development is on schedule, with engineering, procurement, and construction activities underway
•Q4 2025 Revenue of $60 million and Adjusted Net Loss of $55 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 (“Annual Report”) to be filed with 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 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 for Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case that exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses, (vi) the non-cash change in fair value of warrant liability, (vii) non-cash losses related to miners reclassified as held for sale, (viii) impairment of long-lived assets, and (ix) non-cash disposal of miners. 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 consolidated financial statements included elsewhere in our Annual Report, 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 supplementally.
Contacts:
Investor Contact:
Courtney Knight
Head of Investor Relations at Cipher Digital
Courtney.knight@ciphermining.com
Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
CipherMining@DLPR.com
CIPHER DIGITAL INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
December 31, 2025 | December 31, 2024 | ||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ 628,263 | $ 5,585 | |||||||||
Restricted cash, current | 1,761,292 | - | |||||||||
Accounts receivable | 687 | 596 | |||||||||
Receivables, related party | 271 | 2,090 | |||||||||
Prepaid expenses and other current assets | 7,977 | 3,387 | |||||||||
Bitcoin | 125,400 | 92,651 | |||||||||
Receivable for bitcoin collateral | - | 32,248 | |||||||||
Miners held for sale | 94,879 | - | |||||||||
Derivative asset | 34,090 | 31,648 | |||||||||
Total current assets | 2,652,859 | 168,205 | |||||||||
Restricted cash, noncurrent | 275,076 | 14,392 | |||||||||
Property and equipment, net | 622,455 | 480,865 | |||||||||
Deposits on equipment | 10,962 | 38,872 | |||||||||
Intangible assets, net | 77,388 | 8,881 | |||||||||
Investment in equity investees | 29,400 | 53,908 | |||||||||
Derivative asset | 22,720 | 54,022 | |||||||||
Operating lease right-of-use asset | 11,321 | 12,561 | |||||||||
Security deposits | 27,732 | 19,782 | |||||||||
Other noncurrent assets | 561,995 | 3,958 | |||||||||
Total assets | $ 4,291,908 | $ 855,446 | |||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ 40,064 | $ 22,699 | |||||||||
Accrued expenses and other current liabilities | 90,086 | 69,824 | |||||||||
Finance lease liability, current portion | 4,237 | 3,798 | |||||||||
Operating lease liability, current portion | 1,731 | 3,127 | |||||||||
Warrant liability | 525,160 | - | |||||||||
Short-term borrowings | 37,793 | 32,330 | |||||||||
Total current liabilities | 699,071 | 131,778 | |||||||||
Long-term borrowings, net | 2,711,648 | - | |||||||||
Asset retirement obligations | 33,696 | 20,282 | |||||||||
Finance lease liability | 3,094 | 7,331 | |||||||||
Operating lease liability | 8,545 | 9,833 | |||||||||
Deferred tax liability | - | 4,269 | |||||||||
Total liabilities | 3,456,054 | 173,493 | |||||||||
Commitments and contingencies (Note 14) | |||||||||||
Redeemable noncontrolling interest | 30,319 | - | |||||||||
Stockholders’ equity | |||||||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and December 31, 2024 | - | - | |||||||||
Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively | 412 | 361 | |||||||||
Additional paid-in capital | 1,808,786 | 863,015 | |||||||||
Accumulated deficit | (1,003,656) | (181,412) | |||||||||
Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively | (7) | (11) | |||||||||
Total stockholders’ equity | 805,535 | 681,953 | |||||||||
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ 4,291,908 | $ 855,446 | |||||||||
CIPHER DIGITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
Year Ended December 31, | |||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||
Revenue - bitcoin mining | $ 223,942 | $ 151,270 | $ 126,842 | ||||||||||||||
Costs and operating (expenses) income | |||||||||||||||||
Cost of revenue | (81,216) | (62,364) | (50,309) | ||||||||||||||
Compensation and benefits | (79,129) | (60,796) | (57,399) | ||||||||||||||
General and administrative | (36,382) | (32,655) | (27,796) | ||||||||||||||
Depreciation and amortization | (198,973) | (102,448) | (59,093) | ||||||||||||||
Change in fair value of power purchase agreement | (28,860) | (7,921) | 26,836 | ||||||||||||||
Power sales | 7,870 | 5,405 | 9,941 | ||||||||||||||
Equity in losses of equity investees | (20,822) | (384) | (2,530) | ||||||||||||||
Unrealized gains (losses) on fair value of bitcoin | (41,603) | 11,313 | 3,299 | ||||||||||||||
Realized gains on sale of bitcoin | 7,126 | 51,548 | 7,739 | ||||||||||||||
Other operating gains (losses) | (173,516) | 3,333 | 2,355 | ||||||||||||||
Total costs and operating expenses | (645,505) | (194,969) | (146,957) | ||||||||||||||
Operating loss | (421,563) | (43,699) | (20,115) | ||||||||||||||
Other income (expense) | |||||||||||||||||
Interest income | 19,479 | 3,384 | 164 | ||||||||||||||
Interest expense | (36,559) | (1,708) | (1,999) | ||||||||||||||
Change in fair value of warrant liability | 19,290 | 250 | (243) | ||||||||||||||
Other expense | (406,204) | (2,544) | (17) | ||||||||||||||
Total other expense | (403,994) | (618) | (2,095) | ||||||||||||||
Loss before taxes | (825,557) | (44,317) | (22,210) | ||||||||||||||
Current income tax expense | (956) | (1,255) | (201) | ||||||||||||||
Deferred income tax benefit (expense) | 4,269 | 937 | (3,366) | ||||||||||||||
Total income tax benefit (expense) | 3,313 | (318) | (3,567) | ||||||||||||||
Net loss | (822,244) | (44,635) | (25,777) | ||||||||||||||
Less: Net loss attributable to redeemable noncontrolling interest | - | - | - | ||||||||||||||
Net loss available for common stockholders | $ (822,244) | $ (44,635) | $ (25,777) | ||||||||||||||
Loss per share - basic and diluted | $ (2.15) | $ (0.14) | $ (0.10) | ||||||||||||||
Weighted average shares outstanding - basic and diluted | 381,602,904 | 323,103,303 | 252,439,461 | ||||||||||||||
Non-GAAP Financial Measures
The following are reconciliations of our Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses, (vi) the non-cash change in fair value of warrant liability, (vii) non-cash losses related to miners reclassified as held for sale, (viii) impairment of long-lived assets, and (ix) non-cash disposal of miners, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Adjusted Earnings: | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | $ (822,244) | $ (44,635) | $ (25,777) | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of power purchase agreement | 28,860 | 7,921 | (26,836) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | 52,787 | 42,132 | 38,470 | ||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 198,973 | 102,448 | 59,093 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax (benefit) expense | (4,269) | (937) | 3,366 | ||||||||||||||||||||||||||||||||||||||||||||
Other losses (gains) - nonrecurring | 416,688 | — | (2,355) | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of warrant liability | (19,290) | (250) | 243 | ||||||||||||||||||||||||||||||||||||||||||||
Loss on miners held for sale | 96,056 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Impairment of long-lived assets | 45,317 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Disposal of miners | 29,358 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted (loss) earnings | $ 22,236 | $ 106,679 | $ 46,204 | ||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Adjusted Earnings per share - diluted: | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss per share - diluted | $ (2.15) | $ (0.14) | $ (0.10) | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of power purchase agreement per diluted share | 0.07 | 0.02 | (0.11) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense per diluted share | 0.14 | 0.13 | 0.15 | ||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization per diluted share | 0.52 | 0.32 | 0.23 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred income tax (benefit) expense per diluted share | (0.01) | — | 0.01 | ||||||||||||||||||||||||||||||||||||||||||||
Other losses (gains) - nonrecurring per diluted share | 1.09 | — | (0.01) | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of warrant liability per diluted share | (0.05) | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Loss on miners held for sale per diluted share | 0.25 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Impairment of long-lived assets per diluted share | 0.12 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Disposal of miners per diluted share | 0.08 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted earnings per diluted share | $ 0.06 | $ 0.33 | $ 0.17 | ||||||||||||||||||||||||||||||||||||||||||||
Business Update 1 February 24, 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 statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of comp lying with these safe harbor provisions. Any statements made in this communication that are not statements of historical fact, s uch as, statements about the Company’s beliefs and expectations regarding its future results of operations and financial position, it s p lanned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality an d t iming of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as jo int 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,” “co uld,” “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 word s o r 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 an d uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors cou ld cause actual future events to differ materially from the forward -looking statements in this communication, including but not limited to: vola tility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated in dus try in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or en gag e in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting C ipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize addition al opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the o ther 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, to be filed with 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 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 l aw, does not intend to update or revise these forward -looking statements, whether as a result of new information, future 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 pre ss 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 disclosur e obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts and other information a bou t the Company by visiting the “Email Alerts” option under the Investors Resources section of Cipher’s Investors’ Website and submit ting your email address. Non -GAAP Financial Measures This communication includes supplemental financial measures for Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per sha re - diluted, in each case that exclude the impact of ( i) the non -cash change in fair value of derivative asset, (ii) share -based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losse s, (vi) the non -cash change in fair value of warrant liability, (vii) non -cash losses related to miners reclassified as held for sa le, (viii) impairment of long -lived assets, and (ix) non -cash disposal of miners. These supplemental financial measures are not measurements of financ ial performance under accounting principles generally accepted in the United States (“GAAP”) and, as a result, these suppleme nta l financial measures may not be comparable to similarly titled measures of other companies. Management uses these non -GAAP financi al 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 pre pared 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 o f 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 n ot meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements incl ude d elsewhere in this communication, which have been prepared in accordance with GAAP. We rely primarily on such consolidated fin anc ial statements to understand, manage and evaluate our business performance and use the non -GAAP financial measures only supplementally. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Digital Inc. All rights reserved. 2
3 Transition of the Business Evolution to a Compute Infrastructure Platform • Long -term leases generate stable and predictable cashflows • Best -in-class tenants Bitcoin Mining Exit Strategy • Completed sale of non -core BTC mining data centers (1) • BTC inventory to be monetized over time Strategic Expansion of Personnel Across the Firm • Scaling construction, engineering and operations functions with HPC talent • Positioned to originate, develop and operate an HPC platform at scale Note: (1) Alborz, Bear & Chief joint venture sites
4 Built for Hyperscale.
~26% ~74% Pro Forma MW MixPro Forma MW Mix Operating & Contracted Gross Capacity 807 MW (1) November December FebruaryJanuary AWS HPC Lease at Black Pearl 5 Cipher Continues to Execute on Strategy $2.0Bn Financing for Black Pearl Upsized Lease & Additional Financing at Barber Lake • Executed 15 -year HPC lease with AWS at ~100% NOI margin • Barber Lake fully funded through substantial completion with debt and equity contributed $1.4Bn Financing for Barber Lake • Issued $1.4Bn, 7.125% HY bond to support development at Barber Lake Expansion Beyond Texas • Acquired Ulysses, a 200 MW site in Ohio, for future data center development • Issued $2.0Bn, 6.125% HY bond • Black Pearl fully funded through substantial completion Note: (1) Based on forecasted gross MWs for Amazon Web Services and Fluidstack/Google executed HPC leases, and currently oper ating bitcoin self -mining capacity BTC Mining Contracted for HPC
600 MW Gross Capacity ~$9.3 Bn Contracted Revenue 10-15 years Base Lease Terms ~$669 MM Avg. Annualized NOI (1) 6 Note: (1) Reflects total average contracted annualized NOI from October 2026 to September 2036, the Fluidstack/Google base le ase term Long -Term Leases & Contracted Cashflows Two leases signed with world’s leading hyperscalers Stable cashflows to strengthen robust liquidity profile Resilient business model with long -term leases Best -in-class team with HPC data center experience
$86 $571 $613 $632 $651 $670 $690 $711 $732 $754 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Barber Lake NOI Black Pearl NOI 7 Contracted capacity expected to generate ~$669MM of average annualized NOI over base lease term (1) $ in MM Note: (1) Reflects total average contracted annualized NOI from October 2026 to September 2036, the Fluidstack/Google base lease term Long -Term Leases & Contracted Cashflows ~$669MM (1) Average Contracted NOI
~23.6 EH/s ~11.6 EH/s Q4 2025 Current Bitcoin Mining Exit Strategy Transition from BTC Mining to HPC • Sale of Joint Venture Sites • Divested full 49% stake in Alborz, Bear & Chief sites • Strategically Monetizing Bitcoin Inventory • ~1,166 BTC being strategically managed down (1) • Retrofit Black Pearl from BTC Mining to HPC • All Black Pearl bitcoin mining rigs have been redeployed at Odessa, sold or marked for sale as development on HPC data center begins • Odessa • Flexibility to continue mining through expiration of the PPA in July 2027, while evaluating a potential conversion to HPC 8 (2) Note: (1) Reflects total BTC inventory as of February 20 th, 2026; (2) Reflects Cipher’s current total operating hashrate at the Odessa site Reflects decommissioning of rigs at Black Pearl and divestiture of joint venture sites Alborz, Bear & Chief Total Operating Hashrate
9 Current Portfolio
~$3.8 Bn Contracted Revenue 300 MW Gross Capacity 10 Years Base Lease Term 2026 Oct Lease Start Date 10-Year Modified Gross Lease for HPC Hosting with Fluidstack • 10-year base lease agreement with Fluidstack with two 5-year extension options • Google to provide backstop for up to $1.73Bn of Fluidstack’s lease obligations • NOI margin of ~86% • Fully financed with project -level, non -recourse notes and contributed equity 10 Barber Lake Transaction Overview
• Data center development on track with concrete foundations, steel erection and underground utility work progressing • All current design milestones have been achieved on schedule • Project tracking to meet contractual Early Access and Substantial Completion milestone dates Barber Lake Construction Update 11 ~95% Long Lead Equipment Secured Delivery dates of long lead equipment support construction completion targets 100% Workforce Secured All critical construction personnel have been secured for the duration of the project
300 MW Gross Capacity ~$5.5 Bn Contracted Revenue 15 Years Base Lease Term 2026 Oct Lease Start Date 15-Year Lease for HPC Hosting with Amazon Web Services • 15-year base lease agreement with AWS with three 5 - year extension options • Amazon.com, Inc. guarantees all base rent and operating expenses • NOI margin of ~100% • Fully financed with project -level, non -recourse debt and contributed equity 12 Black Pearl Transaction Overview
• HPC data center development on track as engineering, procurement and construction have commenced • BTC mining decommissioning completed in February 2026 • ~85% of the existing data center infrastructure currently deployed at Black Pearl is expected to be repurposed for the lease Black Pearl Construction Update 13
~11.6 EH/s Total Hashrate Odessa Site Snapshot • Replaced ~10,000 outdated mining rigs with ~10,000 Bitmain S21 XP mining rigs from Black Pearl, increasing hashrate by ~0.3 EH/s • Odessa’s fixed -price PPA has positioned Cipher as one of the lowest - cost bitcoin producers 207 MW Total Capacity ~17.2 J/TH Fleet Efficiency ~¢2.8 /kWh Power Cost 14
Development Pipeline 15
Pipeline Spotlight Stingray • ERCOT interconnection approved for 100 gross MW • Substation development underway • Ongoing discussions for an HPC hosting lease 2026 Q4 Target Energization 100 MW Gross Capacity Ulysses • Recently acquired site in Ohio with approved interconnection in the PJM market for 200 gross MW • Ongoing discussions for an 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, improving expectations to be included as firm load in future batch studies 2028 Target Energization (1) 500 MW Gross Capacity (1) Colchis • All necessary deposits are funded & land is secured • ERCOT study submission and approval process ongoing, improving expectations to be included as firm load in future batch studi es 2028 Target Energization (1) 1,000 MW Gross Capacity (1) Reveille • ERCOT interconnection approved for first phase of development (70 gross MW) • Substation development initiated 2027 Q3 Target Energization 70 MW Gross Capacity Mikeska • All necessary deposits are funded & land is secured • ERCOT study submission and approval process ongoing, improving expectations to be included as firm load in future batch studies 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 Stingray 100 MW Note: (1) Gross capacity and target energization subject to ERCOT batch study process 16
207 MW 300 MW 300 MW 207 MW 600 MW Bitcoin Mining Capacity Contracted HPC Capacity 17 Total Pipeline Capacity Barber Lake ► Black Pearl ► New Energization ForecastEnergized Capacity Odessa ► Note: MW presented on a gross basis; (1) Reflects estimated target energization and capacity subject to ERCOT batch study pro ces s; (2) Signed MOU to negotiate building an additional 500 MW data center adjacent to the current 300 MW site, expected to be ava ilable 2030+ subject to ERCOT batch study process Stingray ► 100 MW 500 MW 70 MW 500 MW 500 MW200 MW 500 MW 1,000 MW 370 MW 2,500 MW 500 MW 2026 - 2027 2028 - 2029 2030+ Reveille ► Ulysses ► McLennan (1) ► Barber Lake (2) ►Milsing (1) ► Colchis (1) ► Mikeska (1) ►
Q4 2025 Financial Update 18
19 Precedent Setting Financings Black Pearl and Barber Lake Developments are Fully Funded Black PearlBarber Lake • Borrower Entity : Cipher Compute LLC • Completed two bond issuances comprised of a $1.4Bn initial high -yield offering and $0.3Bn tack -on offering • Concurrent warrant issuance to Google aligns incentives for construction completion and financial backstopping • Borrower Entity : Black Pearl Compute LLC • Priced $2.0 billion high -yield bond issuance at 6.125% with ~$13.0 billion in initial book interest, implying ~6.5x+ oversubscription from investors • Surplus funding allowed for a ~$233MM capex reimbursement to Cipher Digital Cipher has established a repeatable, capital -efficient model for developing and financing next -generation digital infrastructure $1.73 Bn Issuance at Par 7.125 % Coupon 2030 Nov. Maturity Date ~71 % Loan -to-Cost 5NC2 Call Structure Ba3 / -- / BB - Moody’s / S&P / Fitch $2.0 Bn Issuance at Par 6.125 % Coupon 2031 Feb. Maturity Date ~85 % Loan -to-Cost 5NC2 Call Structure Ba2 / -- / BB - Moody’s / S&P / Fitch
20 Disciplined Capital Structure & Financial Flexibility Cipher’s Balance Sheet Strength & Access to Capital Enable Sustainable Growth Key Priorities for Capital Raising Disciplined approach to consolidated leverage Non-recourse, project -level financing where feasible Refinance stabilized assets to unlock equity value Staggered debt maturities as Cipher scales Note: (1) Reflects unrestricted corporate liquidity; (2) Includes $125MM of BTC at an assumed price of $87,613 as of December 31, 2025; (3) Includes $79MM of BTC at an assumed price of $67,796 as of February 20, 2025 Corporate Liquidity Profile (1) Cipher is currently exploring alternative sources of non -dilutive capital to draw on as additional support to its corporate liquidity profile $628 $781 $125 $79 $754 $860 12/31/2025 2/20/2026 Cash & Cash Equivalents Bitcoin Balance Includes capex reimbursement from Black Pearl high -yield financing $ in MM (2) (3)
21 Results of Operations QoQ and YoY Comparison Note: In thousands except for share and per share amounts Three Months Ended Year Ended December 31, 2025 September 30, 2025 December 31, 2025 December 31, 2024 Revenue - bitcoin mining $ 59,711 $ 71,707 $ 223,94 2 $ 151,270 Costs and operating (expenses) income Cost of revenue (24,259) (26,733) (81,216) (62,364) Compensation and benefits (34,722) (14,445) (79,129) (60,796) General and administrative (10,186) (8,167) (36,382) (32,655) Depreciation and amortization (51,871) (59,549) (198,973) (102,448) Change in fair value of power purchase agreement (11,680) (9,030) (28,860) (7,921) Power sales 3,168 2,335 7,870 5,405 Equity in losses of equity investees (12,350) (1,479) (20,822) (384) Unrealized gains (losses) on fair value of bitcoin (38,676) 108 (41,603) 11,313 Realized gains (losses) on sale of bitcoin (8,965 ) 7,535 7,126 51,548 Other operating gains (losses) (170,785) 101 (173,516) 3,333 Total costs and operating expenses (360,326) (109,324) (645,505) (194,969) Operating loss (300,615) (37,617) (421,563) (43,699) Other income (expense) Interest income 18,537 457 19,479 3,384 Interest expense (33,359) (1,286) (36,559) (1,708) Change in fair value of warrant liability (410,268) 31,860 19,290 250 Other expense (12,570) 3,000 (406,204) (2,544) Total other expense (437,660) 34,031 (403,994) (618) Loss before taxes (738,275) (3,586) (825,557) (44,317) Current income tax expense 201 767 (956) (1,255) Deferred income tax benefit (expense) 3,870 (464) 4,269 937 Total income tax benefit (expense) 4,071 303 3,313 (318) Net loss (734,204) (3,283) (822,244) (44,635) Less: Net loss attributable to redeemable noncontrolling interest — — — — Net loss available for common stockholders $ (734,204) $ (3,283) $ (822,244) $ (44,635) Loss per share - basic and diluted $ (1.85) $ (0.01) $ (2.15) $ (0.14) Weighted average shares outstanding - basic 397,123,481 393,191,623 381,602,904 323,103,30 3 Weighted average shares outstanding - diluted 397,123,481 393,191,623 381,602,904 323,103,303
22 Consolidated Balance Sheets Note: In thousands except for share and per share amounts December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 628,263 $ 5,585 Restricted cash, current 1,761,292 - Accounts receivable 687 596 Receivables, related party 271 2,090 Prepaid expenses and other current assets 7,977 3,387 Bitcoin 125,400 92,651 Receivable for bitcoin collateral - 32,248 Miners held for sale 94,879 - Derivative asset 34,090 31,648 Total current assets 2,652,859 168,205 Restricted cash, noncurrent 275,076 14,392 Property and equipment, net 622,455 480,865 Deposits on equipment 10,962 38,872 Intangible assets, net 77,388 8,881 Investment in equity investees 29,400 53,908 Derivative asset 22,720 54,022 Operating lease right -of-use asset 11,321 12,561 Security deposits 27,732 19,782 Other noncurrent assets 561,995 3,958 Total assets $ 4,291,908 $ 855,446 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 40,064 $ 22,699 Accrued expenses and other current liabilities 90,086 69,824 Finance lease liability, current portion 4,237 3,798 Operating lease liability, current portion 1,731 3,127 Warrant liability 525,160 - Short -term borrowings 37,793 32,330 Total current liabilities 699,071 131,778 Long -term borrowings, net 2,711,648 - Asset retirement obligations 33,696 20,282 Finance lease liability 3,094 7,331 Operating lease liability 8,545 9,833 Deferred tax liability - 4,269 Total liabilities 3,456,054 173,493 Commitments and contingencies ( Note 14) Redeemable noncontrolling interest 30,319 - Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025, and Decemb er 31, 2024 - - Common stock, $0.001 par value, 1,000,000,000 and 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 412,074,529 and 361,432,449 shares issued as of December 31, 2025 and December 31, 2024, respectively, and 404,963,061 and 350,783,817 shares outstanding as of December 31, 2025, and December 31, 2024, respectively 412 361 Additional paid -in capital 1,808,786 863,015 Accumulated deficit (1,003,656) (181,412) Treasury stock, at par, 7,111,468 and 10,648,632 shares at December 31, 2025 and December 31, 2024, respectively (7) (11) Total stockholders’ equity 805,535 681,953 Total liabilities, redeemable noncontrolling interest, and stockholders’ equity $ 4,291,908 $ 855,446
Appendix 23
24 Non-GAAP Adjusted Earnings QoQ and YoY Comparison Note: In thousands except for per share amounts Three Months Ended Year Ended December 31, 2025 September 30, 2025 December 31, 2025 December 31, 2024 Reconciliation of Adjusted Earnings: Net loss $ (734,204) $ (3,283) $ (822,244) $ (44,635) Change in fair value of power purchase agreement 11,680 9,030 28,860 7,921 Share -based compensation expense 24,050 9,074 52,787 42,132 Depreciation and amortization 51,871 59,54 9 198,973 102,448 Deferred income tax (benefit) expense (3,870) 464 (4,269) (937 ) Other losses (gains) - nonrecurring 412,638 (2,246) 416,688 — Change in fair value of warrant liability 12,570 (31,860) (19,290) (250) Loss on miners held for sale 96,056 — 96,056 — Impairment of long lived assets 45,317 — 45,317 — Disposal of miners 29,358 — 29,358 — Adjusted (loss) earnings $ (54,534) $ 40,728 $ 22,236 $ 106,679 Reconciliation of Adjusted Earnings per share - diluted: Net loss per share - diluted $ (1.85) $ (0.01) $ (2.15) $ (0.14) Change in fair value of power purchase agreement per diluted share 0.04 0.03 0.07 0.02 Share -based compensation expense per diluted share 0.06 0.02 0.14 0.13 Depreciation and amortization per diluted share 0.13 0.15 0.52 0.32 Deferred income tax (benefit) expense per diluted share (0.01) — (0.01) — Other losses (gains) - nonrecurring per diluted share 1.04 (0.01) 1.09 — Change in fair value of warrant liability per diluted share 0.03 (0.08) (0.05) — Loss on miners held for sale per diluted share 0.24 — 0.25 — Impairment of long lived assets per diluted share 0.11 — 0.12 — Disposal of miners per diluted share 0.07 — 0.08 — Adjusted earnings per diluted share $ (0.14) $ 0.10 $ 0.06 $ 0.3 3
25 Non-GAAP Adjusted EBITDA QoQ and YoY Comparison Note: In thousands except for per share amounts Three Months Ended Year Ended December 31, 2025 September 30, 2025 December 31, 2025 December 31, 2024 Reconciliation of EBITDA: Net loss $ (734,204) $ (3,283) $ (822,244) $ (44,635) Interest expense 33,359 1,286 36,558 1,708 Interest income (18,537) (457) (19,479) (3,384) Depreciation and amortization 51,871 59,549 198,973 102,448 Total income tax benefit (expense) (4,071) (304) (3,313) 318 EBITDA $ (671,582) $ 56,791 $ (609,505) $ 56,455 Reconciliation of EBITDA to Adjusted EBITDA EBITDA $ (671,582) $ 56,791 $ (609,505) $ 56,455 Change in fair value of power purchase agreement 11,680 9,030 28,860 7,921 Share -based compensation expense 25,050 9,112 52,787 42,132 Other losses (gains) - nonrecurring 412,638 (2,246) 416,688 — Change in fair value of warrant liability 12,570 (31,860) (19,290) (250) Loss on miners held for sale 96,056 — 96,056 — Impairment of long lived assets 45,317 — 45,317 — Disposal of miners 29,358 — 29,358 — Adjusted EBITDA $ (38,913) $ 40,827 $ 40,271 $ 106,258
26 Cipher Digital Capitalization Note: (1) Ratings provided by Moody’s and Fitch; (2) Cipher Compute LLC high -yield bond amortizes in line with the Google backst op, which is determined by rent payments made by Fluidstack; (3) Bitcoin balance based on an assumed price of $87,613 per bitcoin as of December 31, 2025 As of Next Call $ in MM 12/31/2025 Maturity Pricing Amort. Date Price Rating (1) Cash & Cash Equivalents $2,665 7.125% Senior Secured Notes (Cipher Compute LLC) 1,733 11/15/30 7.125% Rent-based (2) 11/15/2027 103.563 Ba3 / BB - Total Secured Debt $1,733 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 $3,206 Net Debt 541 Memo: Unrestricted Cash & Cash Equivalents 628 Memo: Bitcoin Balance (3) 125
27
FAQ
How did Cipher Digital Inc. (CIFR) perform financially in 2025?
Cipher Digital generated $223.9 million in 2025 bitcoin mining revenue but recorded a GAAP net loss of $822.2 million, or $2.15 per share. After adjusting for non-cash and nonrecurring items, Adjusted earnings were $22.2 million, with Adjusted earnings per diluted share of $0.06.
What strategic shift is Cipher Digital Inc. (CIFR) making in its business model?
Cipher Digital is pivoting from bitcoin mining to becoming an HPC data center development and leasing platform. It rebranded from Cipher Mining, exited certain mining joint ventures, and now focuses on sourcing power, building advanced data centers, and leasing capacity to hyperscale technology tenants.
What long-term contracts has Cipher Digital Inc. (CIFR) signed for HPC capacity?
Cipher Digital has secured 600 MW of gross contracted HPC capacity across two major leases: a 15-year 300 MW agreement with Amazon Web Services and a 10-year 300 MW lease with Fluidstack and Google. These contracts underpin about $9.3 billion in total contracted revenue over their base terms.
How is Cipher Digital Inc. (CIFR) funding the Barber Lake and Black Pearl projects?
Cipher Digital completed three high-yield bond offerings to finance Barber Lake and Black Pearl. It raised $1.4 billion and a $333 million tack-on at 7.125% for Barber Lake, plus $2.0 billion at 6.125% for Black Pearl, fully funding both developments through substantial completion.
What is Cipher Digital Inc.’s (CIFR) current leverage and liquidity position?
As of December 31, 2025, Cipher Digital reported total assets of $4.29 billion, long-term borrowings of $2.71 billion, and a warrant liability of $525.2 million. Liquidity included $628 million in cash and cash equivalents, plus $2.04 billion of current and noncurrent restricted cash balances.
How did Cipher Digital Inc. (CIFR) perform on a non-GAAP basis in 2025?
On a non-GAAP basis, Cipher Digital reported 2025 Adjusted earnings of $22.2 million and Adjusted earnings per diluted share of $0.06. Adjusted EBITDA for the year was $40.3 million, reflecting exclusions for depreciation, fair value changes, share-based compensation, nonrecurring items, and other adjustments.
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