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 reports stock and RSU transactions. On December 15, 2025, a Co-President and Chief Legal Officer of Cipher Mining Inc. reported multiple transactions in the company’s common stock. The filing shows the exercise of 470,219 and 33,968 restricted stock units (RSUs), each RSU representing one share of common stock, at an exercise price of $0 per share.
The same day, the insider disposed of 260,032 and 18,785 shares of common stock at a price of $14.74 per share. After these transactions, the insider directly beneficially owned 1,279,858 shares of Cipher Mining common stock. One RSU award is described as the early vesting and settlement of the second installment of an award granted on March 9, 2024, while another RSU grant vests in equal quarterly installments over a three-year period, subject to continuous service.
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 Inc. (CIFR) executive Patrick Arthur Kelly, Co‑President and COO, reported an open-market sale of company stock. On 11/17/2025, he sold 26,580 shares of common stock at a weighted average price of $14.20 per share, in transactions executed at prices between $13.60 and $14.88. The filing notes that these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on May 12, 2025, which is designed to allow insiders to sell shares according to a preset schedule. Following this transaction, Kelly beneficially owns 1,187,339 shares of Cipher Mining common stock in direct ownership.
Cipher Mining Inc. (CIFR) major shareholder Bitfury Top HoldCo B.V. entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 5,520,000 shares of common stock. Bitfury Top HoldCo received a cash payment of $94.6 million at inception and pledged 5,520,000 shares as collateral for its delivery obligations.
The contract settles in three tranches of up to 1,840,000 shares each after maturity dates on October 2, 2026, October 30, 2026 and December 7, 2026. Settlement depends on Cipher Mining’s share price relative to a floor price of $21.4439 and a cap price of $37.5268, with different formulas determining how many shares are ultimately delivered. Bitfury Top HoldCo retains economic and voting rights in the pledged shares unless an event of default occurs.
The filing also notes an ownership chain in which Bitfury Group Limited, V3 Holding Limited and individual investor Valerijs Vavilovs may be deemed to share beneficial ownership of the securities held by Bitfury Top HoldCo, while each party disclaims beneficial ownership beyond its economic interest.
Cipher Mining Inc. (CIFR) reported an insider stock transaction by director Wesley Hastie Williams. On 11/12/2025, he sold 18,769 shares of common stock at a price of $17.51 per share. After this sale, he beneficially owned 208,012 shares, held directly.
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 (CIFR) CEO and Director Tyler Page reported insider equity activity on Form 4. On November 9, 2025, 1,419,237 performance stock units were settled into common stock (transaction code M). On November 10, 2025, he disposed of 724,521 shares at $19.65 per share (code F) and made a gift of 238,000 shares (code G) to three recipients. After these transactions, he beneficially owned 6,979,887 common shares directly. The PSUs vest in three tranches tied to market capitalization thresholds, and the second tranche vested on November 9, 2025.
Cipher Mining (CIFR) insider transaction: A company officer reported selling 173,094 shares of common stock on 11/04/2025 at a weighted average price of $22.52 per share. The trades were executed in multiple transactions within a price range of $20.12 to $24.39 under a Rule 10b5-1 trading plan adopted on June 5, 2025. Following the sale, the reporting person beneficially owns 1,054,488 shares, held directly. The filer’s role is Co-President and CLO.
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.