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. (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.
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.