Welcome to our dedicated page for Cipher Digital SEC filings (Ticker: CIFR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cipher Digital Inc. filings document a Nasdaq-listed data center operator transitioning from its former Cipher Mining Inc. identity to an HPC-focused infrastructure business. The company’s Form 8-K reports cover operating results, Regulation FD presentations, material agreements, and capital-structure matters connected to data center development and financing.
Recent filings also record the February 2026 charter and bylaw amendments that changed the company name to Cipher Digital Inc., while keeping the CIFR trading symbol. Other disclosures include a revolving credit agreement, senior secured notes issued through Black Pearl Compute LLC, registered common stock information, and proxy materials addressing board matters, shareholder voting, executive compensation, and governance.
Cipher Mining Inc. insider William Iwaschuk, Co‑President and CLO, reported multiple transactions on 09/30/2025. He acquired 366,667 restricted stock units (RSUs) that vested and acquired 33,968 RSUs under two award schedules, which increase his beneficial ownership to 1,446,779 and 1,412,811 shares in separate line items. Concurrently he disposed of 202,767 shares and 18,785 shares by sale at $12.59 per share, reducing reported holdings in those lines to 1,212,399 and 1,227,582 respectively. The RSUs have zero exercise price and vest according to stated schedules, subject to continuous service.
Edward J. Farrell, the Chief Financial Officer of Cipher Mining Inc. (CIFR), reported multiple transactions on 09/30/2025 on a Form 4. The filing shows vesting of restricted stock units totaling 393,086 RSUs (split as 366,667 and 26,419), each converting to one share on vesting. The filing also discloses dispositions of 187,184 and 13,487 shares sold at $12.59 per share. Following the reported transactions, the reported beneficial ownership counts changed through a sequence of entries, with the last reported direct beneficial ownership of common stock shown as 1,482,622 shares.
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. insiders disclosed multiple sales of common stock in late September 2025, reducing aggregate indirect beneficial ownership. Reports show sales on 09/26/2025, 09/29/2025 and 09/30/2025 totaling 5,585,182 shares disposed across five transactions at weighted average prices between $11.5259 and $12.3871. After these reported sales, the largest disclosed indirect holdings declined from 70,038,451 shares to 65,852,537 shares for the reporting group. The filing identifies V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs as reporting persons and explains the ownership chain linking these entities.
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.
Bitfury-related entities and individuals filed Amendment No. 16 to a Schedule 13D for Cipher Mining Inc. (CIFR) reporting beneficial ownership based on 393,282,654 shares outstanding as of August 6, 2025. The filing states share holdings for multiple reporting persons: V3 Holding Ltd and Valerijs Vavilovs beneficially own 71,437,719 shares (18.2%), Bitfury Top HoldCo B.V. and Bitfury Group Ltd report 36,028,564 shares (9.2%), and Bitfury Holding B.V. holds 4,821,560 shares (1.2%).
The amendment also discloses recent open-market sales by Bitfury Top HoldCo on September 18–25, 2025, including blocks sold each day (multiple 900,000-share transactions and a 3,504,540-share sale) with volume-weighted average prices ranging roughly from $11.79 to $14.41 per share. The filing includes a joint filing agreement as an exhibit and updates the ownership relationships among the reporting persons.
Cipher Mining Inc. (CIFR) insiders disclosed multiple open-market sales of common stock on September 23-25, 2025. The reporting group, including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported disposals across several transactions at weighted average prices ranging from $11.8674 to $15.1149 per share. After the reported sales, the aggregate beneficial ownership reported for the related parties decreased from 75,843,159 shares to 71,437,719 shares. The filing states that one entity directly holds 35,409,155 shares and Bitfury Top HoldCo is the record holder of 31,207,004 shares, while Bitfury Holding B.V. holds 4,821,560 shares, and explains their ownership relationships and disclaimers. The reporting parties offer to provide detailed per-transaction price breakdowns on request.
Cipher Mining Inc. is soliciting stockholder approval to amend its certificate of incorporation to increase its authorized common stock to restore capacity to issue shares. At the close of business on the Record Date of September 12, 2025, there were 393,286,007 shares issued and outstanding, each with one vote. The Board unanimously recommends a vote FOR the Charter Amendment.
Recent transactions cited include issuance of warrants to Google LLC tied to a ten-year data center lease and issuance of convertible senior notes that must be settled in cash until the Company increases its authorized common shares. Management says these transactions have materially reduced the Company’s remaining capacity to issue common stock, and the Charter Amendment is intended to restore flexibility to support partnerships, site expansions, financings and equity incentives.
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.