Cipher Mining (NASDAQ: CIFR) prices $2.0B 6.125% senior secured notes due 2031

Rhea-AI Filing Summary

Cipher Mining Inc. announced that its wholly owned indirect subsidiary, Black Pearl Compute LLC, has priced an offering of $2.0 billion aggregate principal amount of 6.125% senior secured notes due 2031, issued at par. The offering is expected to close on February 11, 2026, subject to market and other conditions.

The notes will be offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. Cipher emphasized that this disclosure is not an offer to sell or a solicitation to buy the notes and included extensive cautionary language about forward-looking statements and related risks.

Insights

Corporate finance and capital markets analyst

Cipher’s subsidiary prices $2.0 billion in 6.125% secured notes due 2031.

Black Pearl Compute LLC, a wholly owned indirect subsidiary of Cipher Mining Inc., has priced $2.0 billion of 6.125% senior secured notes due 2031 at par. The transaction, if completed as expected on February 11, 2026, would materially expand the group’s debt capital structure.

The notes are being sold privately to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S, which means they are not being registered under the Securities Act. Senior secured status typically implies a claim on specific collateral ahead of unsecured creditors, which can influence both borrowing costs and capital structure flexibility.

The company highlights that completion of the offering and the intended use of net proceeds are forward-looking and subject to risks, including market conditions and broader business uncertainties described in its prior Form 10-K and Form 10-Q filings. Actual impact on Cipher’s finances will depend on final closing, deployment of proceeds, and the company’s ability to manage interest obligations at the 6.125% coupon.

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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 4, 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)

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
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 8.01. Other Events.

On February 4, 2026, Cipher Mining Inc. (“Cipher” or the “Company”) issued a press release announcing that Black Pearl Compute LLC, its wholly-owned indirect subsidiary, priced its offering of $2.0 billion aggregate principal amount of 6.125% senior secured notes due 2031 (the “Offering”) at par. The Offering is expected to close on February 11, 2026, subject to market and other conditions.

The notes will only be sold 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 pricing of the Offering is filed as Exhibit 99.1 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 completion of the 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 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
Number		Description
99.1		Press Release of the Company, dated February 4, 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 Mining Inc.
Date: February 5, 2026	/s/ Tyler Page
	Tyler Page
	Chief Executive Officer

FAQ

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

Cipher Mining Inc. reported that its subsidiary Black Pearl Compute LLC priced $2.0 billion of 6.125% senior secured notes due 2031. The notes were priced at par, and the offering is expected to close on February 11, 2026, subject to market and other conditions.

What are the key terms of Cipher Mining’s new senior secured notes?

The notes total $2.0 billion in aggregate principal, carry a 6.125% interest rate, and mature in 2031. They are senior secured obligations of Black Pearl Compute LLC, a wholly owned indirect subsidiary of Cipher Mining Inc., and were priced at par according to the filing.

Who can purchase the Cipher Mining (CIFR) 6.125% senior secured notes?

The notes will be sold only to qualified institutional buyers and certain non-U.S. investors. Specifically, sales rely on Rule 144A under the Securities Act for U.S. qualified institutional buyers and on Regulation S for offerings to non-U.S. persons outside the United States.

When is the expected closing date for Cipher Mining’s $2.0 billion note offering?

The offering is expected to close on February 11, 2026. The filing notes that this timing is subject to market and other conditions, meaning completion is not guaranteed and may depend on broader financing and regulatory factors at the time of closing.

Does Cipher Mining receive proceeds from this $2.0 billion note issuance?

The filing indicates that Black Pearl Compute LLC, Cipher’s wholly owned indirect subsidiary, is issuing the notes. While the document refers to the intended use of net proceeds, it does not detail that use in this excerpt, focusing instead on pricing and offering mechanics.

Is Cipher Mining’s $2.0 billion note offering a public securities offering?

No, the notes are being offered in a private placement rather than a public registration. They are sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the filing explicitly states it is not an offer to sell or solicitation to buy securities.