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. 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.
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.