Every 8-K that Cipher Digital Inc. (CIFR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CIFR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CIFR filings page.
Cipher Digital Inc. reported Q2 2026 bitcoin-mining revenue of $ 24,837 (in thousands) and a net loss of $ 267,529 (in thousands), or $ 0.65 per share. Adjusted EBITDA was $ (29,986) (in thousands), compared with $ 32,335 (in thousands) a year earlier; results included higher operating expenses and large non-cash items such as a $ 150,510 (in thousands) loss from the change in fair value of its warrant liability.
The company continued building its hyperscale data center platform. It amended its Black Pearl lease at a tenant’s request, delivering first HPC capacity in early August, two months ahead of schedule, with rent now commenced. Barber Lake and Stingray developments advanced, supported by an $810MM, 6.000% Stingray bond that fully funds that project through substantial completion and reimbursed $56.7 million of prior expenditures.
Cipher highlighted long-term contracted economics of approximately $ 11.4 Bn of contracted revenue and about $793MM of average annualized net operating income expected from October 2026 to September 2036, along with an expanded pipeline including the Apollo site option for up to 900 MW near San Antonio and a total grid portfolio of about 5.3 GW targeted by 2030+.
Cipher Digital Inc. announced that its indirect subsidiary Stingray Compute LLC has completed a private offering of $810.0 million of 6.000% Senior Secured Notes due June 15, 2031. The notes were issued at 99.750% of principal and bear semiannual interest starting December 15, 2026.
Stingray Compute plans to use the proceeds to finance remaining costs for the Stingray high-performance computing data center in Andrews, Texas, reimburse Cipher for about $61.5 million of prior equity contributions, and fund debt service reserves. The notes amortize semiannually based on a Target Project Debt Service Coverage Ratio and are subject to typical covenants, optional redemption provisions, and a 101% repurchase offer upon certain change of control events. Cipher will provide a completion guarantee to ensure timely completion of the Stingray Facility.
Cipher Digital Inc. announced that its wholly owned subsidiary Stingray Compute LLC has priced a $810.0 million offering of 6.000% senior secured notes due 2031, at a price of 99.750% of principal. The private offering to institutional and non-U.S. investors is expected to close on June 15, 2026, subject to customary conditions.
Cipher plans to use the net proceeds to fund remaining construction costs for its Stingray data center, reimburse approximately $61.5 million of prior equity contributions for that project, and establish debt service reserves. The notes will be fully and unconditionally guaranteed and secured by first-priority liens on substantially all assets of the issuer and guarantor, and Cipher will provide a completion guarantee for the facility.
Cipher Digital Inc. reported the results of its 2026 annual stockholder meeting. Stockholders representing 268,911,228 shares, about 66.24% of outstanding common stock as of April 8, 2026, were present electronically or by proxy, providing a solid quorum.
Three directors — Thomas Duda, James Newsome, and Wesley Williams — were elected to terms running until the 2029 annual meeting. Stockholders also ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 265,902,590 votes in favor versus 1,649,851 against.
In an advisory, non-binding vote on executive compensation, stockholders approved pay for the named executive officers, with 154,473,020 votes for and 30,443,644 against. These outcomes indicate overall support for the board slate, auditor selection and executive pay program.
Cipher Digital Inc. is pursuing project financing for its Stingray data center through a proposed $810.0 million private offering of senior secured notes due 2031 by its wholly-owned subsidiary, Stingray Compute LLC. The notes would be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.
Net proceeds are expected to fund remaining construction of the 70 IT MW Stingray high-performance computing facility, reimburse Cipher Digital for approximately $63.6 million of prior equity contributions, and establish debt service reserves. Stingray is fully pre-leased to Amazon Data Services under a long-term triple-net structure, with transaction materials highlighting roughly $2.0–$5.7 billion of potential contracted lease payments, a 3.0% annual rent escalator and targeted initial rent commencement in April 2027.
The notes will be guaranteed by Cipher Stingray, secured by first-priority liens on substantially all assets of the issuer and guarantor and on the issuer’s equity, and supported by a completion guarantee from Cipher Digital. The company emphasizes that closing, timing and terms remain subject to market and other conditions and includes extensive forward-looking statement disclaimers.
Cipher Digital Inc. reported first quarter 2026 revenue of $34.8 million from bitcoin mining and a net loss of $114.3 million, reflecting heavy investment and non‑cash items. Adjusted EBITDA was negative $48.2 million, compared with positive $7.5 million a year earlier.
The company highlighted major progress in its high‑performance computing data center strategy. It signed a third AI data center campus lease with an investment‑grade hyperscale tenant and closed a new $200 million revolving credit facility. Development at the Barber Lake and Black Pearl campuses remains on schedule, supporting about $11.4 billion of contracted revenue and roughly $787 million of average annualized NOI over long‑term base leases.
Cipher Digital Inc. entered into a new Credit Agreement providing a $200,000,000 revolving credit facility, including a $50,000,000 letter of credit sublimit. The facility runs until the fourth anniversary of the closing date, with a possible earlier maturity tied to its 1.750% Convertible Senior Notes due 2030.
Borrowings can be used for working capital and general corporate purposes and initially bear interest at Adjusted Term SOFR plus 1.750% or an alternate base rate plus 0.750%, with margins later tied to the company’s Consolidated Total Debt to Market Capitalization Ratio. The facility is secured by a first‑priority lien on substantially all company assets and guaranteed by certain subsidiaries.
The agreement requires minimum quarterly Liquidity levels of $100,000,000 to $200,000,000 depending on cash flows from the Barber Lake and Black Pearl facilities, and each borrowing is conditioned on a minimum Market Capitalization of $3,000,000,000. It also allows up to $50,000,000 of incremental revolving or term loan commitments and includes customary covenants and events of default. No amounts were outstanding at closing.
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.
Cipher Mining Inc. reported that its Board of Directors expanded from seven to eight members and elected Thomas Duda as a director, effective February 11, 2026. He will serve on the Compensation Committee and the Nominating and Corporate Governance Committee, receiving the standard non-employee director compensation. The company highlights Mr. Duda’s more than twenty years of real estate-focused investment experience as it pivots toward becoming a leading developer and operator of industrial-scale data centers for bitcoin mining and high-performance computing hosting.
Cipher Mining Inc., through its indirect subsidiary Black Pearl Compute LLC, completed a private offering of $2.0 billion of 6.125% senior secured notes due 2031 to qualified institutional buyers. The notes were issued at 100% of principal and will help fund construction of the Black Pearl high-performance computing facility in Wink, Texas.
Interest of 6.125% per year is payable semiannually starting August 15, 2026, with final maturity on February 15, 2031. Principal amortizes semiannually at an initial rate of 7.00% per annum after all construction phases are completed. The notes include optional redemption features, standard high-yield style covenants and a change-of-control repurchase at 101% of principal.
Cipher plans to use the proceeds to cover remaining Black Pearl Facility costs, reimburse approximately $232.5 million of prior equity contributions, fund debt service reserves, and pay related fees and expenses. Cipher will also provide a completion guarantee, committing to fund the issuer if project funds prove insufficient to finish the facility on time.
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.
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.
Cipher Mining Inc., through its subsidiary Cipher Compute LLC, completed a private offering of $333,000,000 in additional 7.125% Senior Secured Notes due 2030. These new notes form part of the same series as the existing $1,400,000,000 7.125% senior secured notes and share identical terms aside from issue date and price. Cipher Compute plans to use the net proceeds to fund construction of additional facilities at its Barber Lake high-performance computing data center in Texas.
The notes pay interest at 7.125% semiannually starting on May 15, 2026 and mature on November 15, 2030, with principal amortizing semiannually after completion of the Barber Lake Facility. The indenture includes limitations on additional debt, liens, restricted payments, asset sales, and affiliate transactions, plus mandatory repurchase offers at 101% upon certain change of control events and at 100% of principal using 50% of defined excess cash flows. Cipher also provides a completion guarantee to fund the project if note proceeds and other funds are insufficient.
Cipher Mining Inc. announced several linked agreements and a new debt offering tied to its Barber Lake high-performance computing data center in Texas. An amended and restated lease with Fluidstack increases the facility’s critical IT load entitlement from 168 MW to 207 MW by adding a 39 MW Phase II, with Phase I targeted for delivery by September 2026 and Phase II by January 2027. Rent starts when each phase begins operations and runs for 10 years from Phase I’s start.
The company and Google amended a recognition agreement and warrant agreement, including raising the warrant “Top-Up Threshold” from $430 million to $435 million on 24,178,576 warrant shares. Separately, subsidiary Cipher Compute LLC plans a private offering of up to $333,000,000 of 7.125% senior secured notes due 2030, to be fungible with an existing $1,400,000,000 notes series and used to help fund Phase II construction.
Cipher Mining announced that its subsidiary Cipher Compute completed a private offering of $1.4 billion 7.125% senior secured notes due 2030. The notes were sold at par to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S. Proceeds will finance part of the construction of the Barber Lake Facility, a high‑performance computing data center near Colorado City, Texas.
The notes accrue interest at 7.125%, payable semiannually on May 15 and November 15, starting May 15, 2026, and will amortize semiannually after the facility is completed. Optional redemption is permitted starting November 15, 2027 at the Indenture prices; earlier redemptions require a make‑whole, with up to 40% redeemable from certain equity proceeds. Covenants restrict additional debt, liens, restricted payments, investments, asset sales, and affiliate transactions, among others. A change of control triggers a repurchase offer at 101%, and 50% of Excess Cash Flows may be offered to repurchase notes each May 15 and November 15. The parent will provide a completion guarantee for the project.
Cipher Mining Inc. (CIFR) reported that its wholly owned indirect subsidiary, Cipher Compute LLC, priced an Offering of $1.4 billion aggregate principal amount of 7.125% senior secured notes due 2030 at par. The Offering is expected to close on November 13, 2025, subject to market and other conditions.
The notes will be sold to qualified institutional buyers under Rule 144A of the Securities Act. The company furnished a press release as Exhibit 99.1. This announcement is not an offer to sell or a solicitation to buy any securities.
Cipher Mining Inc. (CIFR) announced that its wholly owned indirect subsidiary, Cipher Compute LLC, intends to offer $1.4 billion aggregate principal amount of senior secured notes due 2030 in a private transaction. The contemplated offering is subject to market conditions and other factors and is intended for qualified institutional buyers under Rule 144A.
The announcement was made via press release, which is furnished as Exhibit 99.1. The company emphasized that this announcement is not an offer to sell or a solicitation to buy any securities.
Cipher Mining Inc. (CIFR) furnished illustrative financial information for its Barber Lake Facility, a planned 244 MW high‑performance computing data center near Colorado City, Texas. The materials, provided under Regulation FD, relate to a lease previously entered into by its subsidiary, Cipher Barber Lake LLC, with Fluidstack USA II Inc.
The information is included as Exhibit 99.1 and is furnished, not filed, under the Exchange Act.
Cipher Mining Inc. furnished its third‑quarter update via an 8‑K. The company announced results for the quarter ended September 30, 2025 and provided an investor presentation. Under Item 2.02 and Item 7.01, Exhibits 99.1 (press release) and 99.2 (presentation) were furnished, not filed. The presentation may be used on the earnings call and includes forward‑looking statements subject to cautionary language. Information in these items is not deemed filed under the Exchange Act or incorporated by reference unless expressly stated.
Cipher Mining Inc. (CIFR) adopted an annual frequency for say‑on‑pay votes following its June 3, 2025 Annual Meeting. Stockholders selected “one year” as the most supported option, and the company will hold future advisory votes on executive compensation each year. This 8‑K/A amends the prior report solely to disclose the board’s frequency decision under Item 5.07(d).
Cipher Mining Inc. reports a planned chief financial officer transition. Edward Farrell will retire as CFO effective October 14, 2025, and remain in an advisory role through April 17, 2026, continuing to receive his current base salary, company-paid health coverage, and normal vesting of existing equity awards. Any unvested restricted stock units or performance-based units that have been earned based on actual performance will fully vest at the end of the consulting period.
Gregory Mumford has been appointed CFO effective October 14, 2025. Under his employment agreement, he will receive a $500,000 annual base salary, a discretionary annual cash bonus prorated for 2025, and eligibility for future equity awards under the 2021 Incentive Award Plan. He will also receive a sign-on grant of 375,000 restricted stock units vesting in equal annual installments over three years and is entitled to 12 months of base salary and subsidized healthcare if terminated without cause or if he resigns for good reason.
Cipher Mining Inc. disclosed the issuance of 0.00% Convertible Senior Notes due 2031 and related capped call transactions designed to limit dilution and offset potential cash payments on conversion. The capped call cap price is $23.32, described as a 100% premium to the company’s last reported sale price on September 25, 2025. The company paid approximately $82.7 million for the capped calls. The filing includes the indenture with U.S. Bank Trust Company, the form of note certificate, a form of confirmation for the capped calls, and embedded interactive data.
Cipher Mining Inc. disclosed that it has priced $1.1 billion aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering to investors reasonably believed to be qualified institutional buyers under Rule 144A. The company also granted the initial purchasers a 13‑day option to buy up to an additional $200 million aggregate principal amount of these notes. The update comes via a press release that is attached as an exhibit to this report.
Cipher Mining Inc. reported that it intends to offer $800 million aggregate principal amount of convertible senior notes due 2031 in a private placement. The potential buyers are persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act. The company also plans to grant the initial purchasers a 13-day option to buy up to an additional $120 million aggregate principal amount of these notes. The company emphasized that this disclosure is not an offer to sell or a solicitation to buy any securities.
Cipher Mining Inc. filed an 8-K reporting agreements and related materials with counterparties including Google LLC. The filing discloses a Warrant Agreement dated September 24, 2025 under which warrants are exercisable for one share of common stock at an exercise price of $11.50 per share. It also lists a Recognition Agreement dated September 24, 2025, a company press release and an investor presentation both dated September 25, 2025, and an embedded cover page interactive data file. The filing is signed by Will Iwaschuk, Co‑President & Chief Legal Officer.