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.
The Cipher Mining Inc. (CIFR) SEC filings page on Stock Titan provides structured access to the company’s regulatory documents, including current reports, proxy materials and debt-related agreements. Cipher is a Nasdaq-listed company that develops and operates industrial-scale data centers for bitcoin mining and high-performance computing (HPC) hosting, and its filings offer detailed insight into how these activities are financed and governed.
Investors can review Form 8-K current reports that describe material definitive agreements, such as the indenture and supplemental indenture governing 7.125% senior secured notes due 2030 issued by Cipher Compute LLC, a wholly owned indirect subsidiary. These filings outline maturity, interest payments, amortization schedules, redemption terms, covenants and completion guarantees tied to the Barber Lake high-performance computing data center near Colorado City, Texas.
The filings set also includes 8-Ks covering recognition agreements and data center leases with Fluidstack USA II Inc. and Google LLC, as well as amended and restated warrant agreements under which Google holds warrants to purchase Cipher common stock. Other current reports address warrant redemptions, executive appointments and retirements, earnings releases, and illustrative financial information for major projects.
Cipher’s DEF 14A proxy statement describes governance matters such as the proposed amendment to increase authorized common stock, the conduct of a virtual special meeting and voting procedures. Through Stock Titan, users can access these filings as they are posted to EDGAR and use AI-powered summaries to quickly interpret key terms in 10-Ks, 10-Qs, 8-Ks, proxy statements and related exhibits, as well as track capital structure changes, debt obligations and material contracts relevant to CIFR.
Cipher Mining Inc. Co-President and COO Kelly Patrick Arthur reported an open-market sale of 35,568 shares of Common Stock. The transaction took place on February 17, 2026 at a weighted average price of $15.52 per share, with individual trade prices ranging from $15.02 to $16.03.
The sales were executed under a Rule 10b5-1 trading plan that Arthur adopted on May 12, 2025, meaning the trades were pre-arranged under preset instructions. After this sale, Arthur directly owned 1,477,076 shares of Cipher Mining common stock.
Patrick A. Kelly has filed a notice of proposed sale of 35,568 shares of common stock through Fidelity Brokerage Services LLC on the NASDAQ exchange, with an indicated aggregate market value of $568,198.80. The filing cites total shares outstanding of 395,092,054 and an approximate sale date of February 17, 2026.
The shares to be sold were acquired on January 1, 2024 via restricted stock vesting from the issuer as compensation. The notice also reports prior sales in the last three months: 26,580, 35,569 and 35,568 common shares, with gross proceeds of $377,581.94, $536,504.22 and $631,598.06, respectively.
Cipher Mining Inc. received an amended Schedule 13G/A stating that three affiliated broker-dealers — G1 Execution Services, LLC, SIG Brokerage, LP, and Susquehanna Securities, LLC — collectively report beneficial ownership of 14,674,736 shares of common stock, representing 3.7% of the class as of December 31, 2025.
The filing notes that SIG Brokerage’s position consists of options to buy shares, while Susquehanna Securities’ holdings include options to buy 14,009,000 shares. The company’s Form 10-Q indicated 395,092,054 shares outstanding as of October 31, 2025. The reporting firms state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Jane Street Group, LLC and affiliated entities filed an amended Schedule 13G reporting a sizeable position in Cipher Mining Inc. (CIFR) common stock. As of the event date of 12/31/2025, they beneficially owned 21,052,810 shares, representing 5.3% of the outstanding common stock.
The filing shows no sole voting or dispositive power, but shared voting and dispositive power over all reported shares. Subsidiaries include Jane Street Capital, LLC, Jane Street Options, LLC, and Jane Street Global Trading, LLC, which together hold the position. The group certifies the holdings are not for the purpose of changing or influencing control of Cipher Mining.
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
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.
The Vanguard Group reported beneficial ownership of 32,680,186 shares of Cipher Mining Inc. common stock, representing 8.27% of the class as of December 31, 2025.
Vanguard reports no sole voting or dispositive power, with shared voting power over 2,346,462 shares and shared dispositive power over 32,680,186 shares. The holding is described as being in the ordinary course of business and not for the purpose of changing or influencing control of Cipher Mining.
Vanguard notes an internal realignment effective January 12, 2026, after which certain subsidiaries or business divisions are expected to report beneficial ownership separately, while continuing the same investment strategies previously pursued by The Vanguard Group, Inc.
Cipher Mining Inc. executive trading update: Co-President and COO Patrick Arthur Kelly reported selling 35,568 shares of Cipher Mining common stock on January 15, 2026. The transaction was coded as a sale and executed at a weighted average price of $17.76 per share, with individual trade prices ranging from $17.17 to $18.63. The filing states that these sales were made under a pre-established Rule 10b5-1 trading plan adopted on May 12, 2025. Following this sale, Kelly beneficially owns 1,512,644 shares of Cipher Mining common stock in direct ownership.