Cipher Mining unit plans $2.0B secured notes sale

Cipher Mining Inc. reported that its wholly owned indirect subsidiary, Black Pearl Compute LLC, intends to offer $2.00 billion aggregate principal amount of senior secured notes due 2031.

Rhea-AI Filing Summary

Cipher Mining Inc. reported that its wholly owned indirect subsidiary, Black Pearl Compute LLC, intends to offer $2.00 billion aggregate principal amount of senior secured notes due 2031. The notes are expected to be sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, subject to market conditions and other factors.

The company is also providing potential investors with illustrative financial and other information about Black Pearl Compute LLC, furnished as Exhibit 99.1, and has issued a related press release filed as Exhibit 99.2. The filing emphasizes that statements about the terms, timing, size and use of proceeds of the proposed notes are forward-looking and subject to various risks and uncertainties.

Insights

Corporate finance and credit markets analyst

Large planned $2.0 billion secured notes deal could reshape Cipher’s capital structure.

The filing describes a planned private offering by Black Pearl Compute LLC of $2.00 billion senior secured notes maturing in 2031. These are debt instruments backed by collateral, issued to institutional investors under Rule 144A and to non-U.S. buyers under Regulation S.

Because Black Pearl is a wholly owned indirect subsidiary of Cipher Mining Inc., this financing would sit within the broader group structure and may significantly influence leverage and interest costs, though exact covenants and pricing are not described here. The company frames all details on terms, timing, size and use of proceeds as forward-looking and subject to risks outlined in its prior Form 10-K and 10-Q filings.

8-K Event Classification

2 items: 7.01, 8.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

Cipher Mining Inc. announced that its wholly owned indirect subsidiary, Black Pearl Compute LLC, intends to offer $2.00 billion of senior secured notes due 2031. The transaction is a proposed private debt offering, not a public equity issuance.

How large is the planned Black Pearl Compute LLC notes offering by CIFR?

The planned offering by Black Pearl Compute LLC is for aggregate principal of $2.00 billion in senior secured notes due 2031. This represents a substantial prospective debt financing at the subsidiary level within the Cipher Mining group.

Who are the intended investors for Cipher Mining’s $2.0 billion notes?

The notes are intended for qualified institutional buyers in the United States under Rule 144A and for non-U.S. persons outside the United States under Regulation S. This structure limits participation primarily to larger, sophisticated investors.

Is Cipher Mining’s $2.0 billion notes transaction a public offering?

No. The filing states the senior secured notes due 2031 will be offered in a private offering under Rule 144A and Regulation S. It also clarifies that the information is neither an offer to sell nor a solicitation to buy any securities.

What additional information about Black Pearl Compute LLC did CIFR provide?

Cipher Mining is furnishing illustrative financial and other information about Black Pearl Compute LLC as Exhibit 99.1. This material is provided to potential investors under Regulation FD and is designated as “furnished,” not “filed,” limiting its use under certain securities law liability provisions.

What exhibits are attached to Cipher Mining Inc.’s 8-K related to the notes?

The 8-K includes Exhibit 99.1, containing illustrative financial and other information for Black Pearl Compute LLC, and Exhibit 99.2, which is a press release dated February 3, 2026 announcing the intended $2.00 billion senior secured notes offering.

How does Cipher Mining describe the risks around the proposed notes offering?

The company labels statements on the notes’ terms, timing, size and use of proceeds as forward-looking and subject to risks and uncertainties. It refers readers to risk factor sections in prior Form 10-K and Form 10-Q filings for more detailed discussion.

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Accepted by SEC EDGAR 02/03/2026 - 08:04 AM Learn about SEC filing dates

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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 3, 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
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	CIFRW	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 7.01. Regulation FD Disclosure.

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

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

Item 8.01. Other Events.

On February 3, 2026, the Company issued a press release announcing the intention of Black Pearl Compute LLC, its wholly-owned indirect subsidiary, to offer, subject to market conditions and other factors, $2.00 billion aggregate principal amount of senior secured notes due 2031 (the “Offering”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

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

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

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering of the notes, and the intended use of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 fiscal quarter 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
99.1		Illustrative Financial and Other Information of Black Pearl Compute LLC
99.2		Press Release of the Company, dated February 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Date: February 3, 2026	Cipher Mining Inc.
	By:	/s/ Tyler Page
	Name:	Tyler Page
	Title:	Chief Executive Officer