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.
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 $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.
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.
Patrick A. Kelly filed a notice to sell 35,568 shares of common stock of issuer CIFR through Fidelity Brokerage Services LLC on or about 01/15/2026 on the NASDAQ, with an aggregate market value of $631,598.06. These shares were acquired on 01/01/2024 through restricted stock vesting from the issuer as compensation.
Over the prior three months, Patrick A. Kelly sold additional common shares of the same issuer, including 26,581 shares on 10/15/2025 for gross proceeds of $560,449.40, 26,580 shares on 11/17/2025 for $377,581.94, and 35,569 shares on 12/15/2025 for $536,504.22. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.
Cipher Mining Inc. director and chief executive officer Tyler Page reported multiple equity transactions dated December 15, 2025. Restricted stock units were converted into 1,567,398 and 113,225 shares of common stock through transactions coded “M,” reflecting early vesting and settlement of the second installment of an RSU award granted on March 9, 2024 and vesting under another RSU grant. Additional transactions coded “F” show dispositions of 800,157 and 57,802 common shares at $14.74 per share. After these transactions, Page directly beneficially owned 7,802,551 shares of Cipher Mining common stock and 2,806,528 restricted stock units.
Cipher Mining Inc. reported insider stock activity by Co-President and COO Patrick Arthur Kelly. On December 15, 2025, he sold 35,569 shares of common stock at a weighted average price of $15.08, with trades executed between $14.63 and $16.70. These sales were made under a pre-established Rule 10b5-1 trading plan adopted on May 12, 2025.
On the same date, restricted stock units (RSUs) covering 470,219 and 33,968 shares were converted into common stock, and shares totaling 240,047 and 17,341 were withheld at $14.74 per share, typically for tax obligations. After these transactions, Kelly directly beneficially owned over 1.3 million shares of common stock and continued to hold substantial RSU awards that vest over time.