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 Digital Inc. filed an 8-K reporting a strategic pivot from bitcoin mining to developing high-performance computing (HPC) data centers, alongside fourth-quarter and full-year 2025 results. Bitcoin mining revenue for 2025 was $223.9 million, but the company posted a GAAP net loss of $822.2 million, or $2.15 per share.
After excluding major non-cash and nonrecurring items, Adjusted earnings were $22.2 million, or $0.06 per diluted share. Cipher rebranded from Cipher Mining to Cipher Digital, secured 600 MW of contracted HPC capacity under long-term leases with AWS, Fluidstack and Google, and expects about $9.3 billion of contracted revenue and roughly $669 million of average annual NOI over the base lease terms.
The company completed three high-yield bond offerings totaling $3.73 billion to fully fund its Barber Lake and Black Pearl data centers, lifting total assets to $4.29 billion and long-term borrowings to $2.71 billion as of December 31, 2025, with cash and cash equivalents of $628 million and additional restricted cash of $2.04 billion.
Cipher Mining Inc. director Thomas David Duda reported his initial ownership of company stock. The Form 3 shows he holds 13,818 shares of common stock directly and 12,871 shares indirectly through his spouse as of the reported date. This filing establishes his baseline insider ownership.
Cipher Mining Inc. Co-President and COO Kelly Patrick Arthur reported an open-market sale of 35,568 shares of Common Stock. The transaction took place on February 17, 2026 at a weighted average price of $15.52 per share, with individual trade prices ranging from $15.02 to $16.03.
The sales were executed under a Rule 10b5-1 trading plan that Arthur adopted on May 12, 2025, meaning the trades were pre-arranged under preset instructions. After this sale, Arthur directly owned 1,477,076 shares of Cipher Mining common stock.
Patrick A. Kelly has filed a notice of proposed sale of 35,568 shares of common stock through Fidelity Brokerage Services LLC on the NASDAQ exchange, with an indicated aggregate market value of $568,198.80. The filing cites total shares outstanding of 395,092,054 and an approximate sale date of February 17, 2026.
The shares to be sold were acquired on January 1, 2024 via restricted stock vesting from the issuer as compensation. The notice also reports prior sales in the last three months: 26,580, 35,569 and 35,568 common shares, with gross proceeds of $377,581.94, $536,504.22 and $631,598.06, respectively.
Cipher Mining Inc. received an amended Schedule 13G/A stating that three affiliated broker-dealers — G1 Execution Services, LLC, SIG Brokerage, LP, and Susquehanna Securities, LLC — collectively report beneficial ownership of 14,674,736 shares of common stock, representing 3.7% of the class as of December 31, 2025.
The filing notes that SIG Brokerage’s position consists of options to buy shares, while Susquehanna Securities’ holdings include options to buy 14,009,000 shares. The company’s Form 10-Q indicated 395,092,054 shares outstanding as of October 31, 2025. The reporting firms state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
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.