Cipher Digital Inc. SEC Filings

Cipher Digital Inc. reports a larger quarterly loss as it invests heavily in new high-performance compute data centers. For the three months ended March 31, 2026, bitcoin mining revenue was $34.8 million and the net loss was $114.3 million, compared with a $39.0 million loss a year earlier.

The company ended the quarter with $4.25 billion in cash, cash equivalents and restricted cash and $5.21 billion in principal long-term borrowings, mainly senior secured and convertible notes. Operating cash flow was positive at $91.5 million, but capital expenditures of about $554.0 million drove a build-up of construction-in-progress for new Texas facilities.

Cipher held 1,116 bitcoin worth $76.2 million and continues shifting from pure bitcoin mining toward hosting large AI and HPC tenants, backed by long-term leases and significant project-level financing.

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 disclosed that Vanguard Portfolio Management beneficially owns 22,454,007 shares of Common Stock, representing 5.54% of the class. The filing shows 143,710 shares as sole voting power and 22,454,007 as sole dispositive power; holdings include securities held for Vanguard funds and managed accounts.

Cipher Digital Inc. is holding a completely virtual 2026 annual stockholder meeting on June 2, 2026 at 8:00 a.m. Eastern Time. Holders of 405,912,959 common shares as of April 8, 2026 can attend and vote online using a 16-digit control number.

Stockholders will vote on three items: electing Class II directors Thomas Duda, James Newsome and Wesley Williams to terms ending at the 2029 annual meeting, ratifying CBIZ CPAs P.C. as independent auditor for 2026, and approving on an advisory basis 2025 executive compensation. The Board recommends voting FOR all three proposals.

The proxy also outlines governance practices, committee structures and an executive pay program emphasizing performance-based bonuses and equity, including new performance-based restricted stock units tied to total shareholder return. Audit fees paid to CBIZ for 2025 were $2,277,105, and the Audit Committee reports on internal control and auditor independence oversight.

Cipher Digital Inc. Chief Financial Officer Gregory J.D. Mumford exercised 17,108 restricted stock units into an equal number of common shares on March 31, 2026 at a conversion price of $0.00 per share. Each RSU delivers one share of common stock.

To cover tax obligations on this vesting, 7,114 common shares were disposed of at $12.87 per share through a tax-withholding transaction rather than an open-market sale. Following these transactions, Mumford directly holds 9,994 common shares. The RSUs vest in equal quarterly installments over a three-year period, subject to his continuous service.

Cipher Digital Inc. Chief Executive Officer and director Page Tyler reported multiple stock-based compensation transactions on March 31, 2026. Tyler exercised restricted stock units and performance stock units that each convert into one share of common stock, receiving several blocks of common shares at a $0.00 exercise price.

To cover tax obligations on these vestings, the filing shows share dispositions classified as tax-withholding transactions at $12.87 per share, rather than open-market sales. After these exercises and associated tax withholdings, Tyler directly holds 8,507,180 shares of Cipher Digital common stock.

Cipher Digital Inc. Co-President and CLO William Iwaschuk exercised equity awards and received additional common shares as part of his compensation. On March 31, 2026, he converted restricted stock units and performance stock units into a total of 140,006 shares of common stock at an exercise price of $0.00 per share.

To cover tax obligations, 65,905 common shares were disposed of at $12.87 per share through tax-withholding transactions, which are not open-market sales. Following these vesting and withholding events, he directly held 1,464,610 shares of Cipher Digital common stock.

Cipher Digital Inc. Co-President and COO Kelly Patrick Arthur increased his direct stake through equity award vesting. On March 31, 2026, he acquired a total of 140,006 shares of Common Stock via exercises of Restricted Stock Units and Performance Stock Units, which each convert into one share. On the same date, 59,958 shares were withheld at $12.87 per share to cover tax obligations. Following these routine compensation-related transactions, he directly owns 1,460,327 shares of Common Stock.

The RSUs and earned PSUs vest in substantially equal quarterly installments over three years, subject to his continuous service, with earlier tranches beginning to vest on March 31, 2025 and December 19, 2025.