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 (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.
Cipher Mining (CIFR): Insider derivative transaction disclosed. An affiliated holder, V3 Holding Limited, entered into a variable prepaid forward sale contract on Common Stock covering up to 5,415,000 shares. V3 received $100.0 million at entry and pledged 5,415,000 shares to secure its obligations.
The contract settles in three tranches of up to 1,805,000 shares each after the maturity dates on September 25, 2026, October 23, 2026, and November 30, 2026. Delivery depends on the stock price: at or below a $21.4881 floor, V3 delivers 1,805,000 shares; between the floor and a $32.2322 cap, V3 delivers shares valued at $38.8 million; above the cap, V3 delivers 1,805,000 shares minus shares valued at $19.4 million.
V3 retains economic and voting rights in the pledged shares during the pledge term unless a default or similar event occurs. The filer is identified as a Director and 10% owner; the form was filed by more than one reporting person.
Cipher Mining Inc. (CIFR) announced that its wholly owned indirect subsidiary, Cipher Compute LLC, intends to offer $1.4 billion aggregate principal amount of senior secured notes due 2030 in a private transaction. The contemplated offering is subject to market conditions and other factors and is intended for qualified institutional buyers under Rule 144A.
The announcement was made via press release, which is furnished as Exhibit 99.1. The company emphasized that this announcement is not an offer to sell or a solicitation to buy any securities.
Cipher Mining Inc. (CIFR) furnished illustrative financial information for its Barber Lake Facility, a planned 244 MW high‑performance computing data center near Colorado City, Texas. The materials, provided under Regulation FD, relate to a lease previously entered into by its subsidiary, Cipher Barber Lake LLC, with Fluidstack USA II Inc.
The information is included as Exhibit 99.1 and is furnished, not filed, under the Exchange Act.
Cipher Mining Inc. reported Q3 results marked by strong top-line growth and significant balance-sheet changes. Bitcoin mining revenue reached $71.7 million for the three months ended September 30, 2025, up from $24.1 million a year ago. The company posted a modest net loss of $3.3 million versus a $86.8 million loss in the prior-year quarter, with depreciation and amortization of $59.5 million reflecting new assets coming online.
Liquidity increased sharply: cash and cash equivalents were $1,207.4 million as of September 30, 2025. Cipher held 1,493 bitcoin valued at $170.3 million as of quarter-end. Property and equipment, net, rose to $649.9 million, tied to the Black Pearl facility build-out. The company issued $1.3 billion of 0.00% 2031 convertible notes and $172.5 million of 1.75% 2030 convertible notes, bringing long-term borrowings, net, to $1.023 billion. It also purchased capped calls for $82.7 million related to the 2031 notes. Working capital was $849.2 million, supporting ongoing data center development and operations.
Cipher Mining Inc. furnished its third‑quarter update via an 8‑K. The company announced results for the quarter ended September 30, 2025 and provided an investor presentation. Under Item 2.02 and Item 7.01, Exhibits 99.1 (press release) and 99.2 (presentation) were furnished, not filed. The presentation may be used on the earnings call and includes forward‑looking statements subject to cautionary language. Information in these items is not deemed filed under the Exchange Act or incorporated by reference unless expressly stated.
Cipher Mining Inc. (CIFR) adopted an annual frequency for say‑on‑pay votes following its June 3, 2025 Annual Meeting. Stockholders selected “one year” as the most supported option, and the company will hold future advisory votes on executive compensation each year. This 8‑K/A amends the prior report solely to disclose the board’s frequency decision under Item 5.07(d).
Cipher Mining (CIFR) filed a Form 3 for its Chief Financial Officer, Gregory Mumford, reflecting his initial statement of beneficial ownership as of 10/14/2025. The filing states that no securities are beneficially owned by the reporting person at this time.
The form was executed by an attorney-in-fact under a Power of Attorney (Exhibit 24) and signed on 10/16/2025. This is a routine ownership disclosure required for company insiders.
Cipher Mining (CIFR) reported an insider equity award: Chief Financial Officer Gregory Mumford received 375,000 restricted stock units (RSUs) on October 14, 2025.
Each RSU represents the right to receive one share of common stock. The RSUs vest in three equal installments on October 14, 2026, October 14, 2027, and October 14, 2028, subject to continued service. The RSUs have no expiration date.
Following the reported transaction, 375,000 derivative securities were beneficially owned on a direct basis.