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) insiders disclosed multiple open-market sales of common stock on September 23-25, 2025. The reporting group, including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported disposals across several transactions at weighted average prices ranging from $11.8674 to $15.1149 per share. After the reported sales, the aggregate beneficial ownership reported for the related parties decreased from 75,843,159 shares to 71,437,719 shares. The filing states that one entity directly holds 35,409,155 shares and Bitfury Top HoldCo is the record holder of 31,207,004 shares, while Bitfury Holding B.V. holds 4,821,560 shares, and explains their ownership relationships and disclaimers. The reporting parties offer to provide detailed per-transaction price breakdowns on request.
Cipher Mining Inc. is soliciting stockholder approval to amend its certificate of incorporation to increase its authorized common stock to restore capacity to issue shares. At the close of business on the Record Date of September 12, 2025, there were 393,286,007 shares issued and outstanding, each with one vote. The Board unanimously recommends a vote FOR the Charter Amendment.
Recent transactions cited include issuance of warrants to Google LLC tied to a ten-year data center lease and issuance of convertible senior notes that must be settled in cash until the Company increases its authorized common shares. Management says these transactions have materially reduced the Company’s remaining capacity to issue common stock, and the Charter Amendment is intended to restore flexibility to support partnerships, site expansions, financings and equity incentives.
Cipher Mining Inc. reported that it intends to offer $800 million aggregate principal amount of convertible senior notes due 2031 in a private placement. The potential buyers are persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act. The company also plans to grant the initial purchasers a 13-day option to buy up to an additional $120 million aggregate principal amount of these notes. The company emphasized that this disclosure is not an offer to sell or a solicitation to buy any securities.
Cipher Mining Inc. filed an 8-K reporting agreements and related materials with counterparties including Google LLC. The filing discloses a Warrant Agreement dated September 24, 2025 under which warrants are exercisable for one share of common stock at an exercise price of $11.50 per share. It also lists a Recognition Agreement dated September 24, 2025, a company press release and an investor presentation both dated September 25, 2025, and an embedded cover page interactive data file. The filing is signed by Will Iwaschuk, Co‑President & Chief Legal Officer.
Cipher Mining insider disposals totaled 2,700,000 shares across multiple transactions on September 18–22, 2025, by reporting entities tied to majority owner Valerijs Vavilovs. The Form 4 shows six non-derivative sale events: 900,000 shares at a weighted average $11.7859, 849,199 at $12.3497, 50,801 at $12.7502, 697,769 at $12.5879, 192,269 at $13.7075 and 9,962 at $14.1491. After these reported sales, the group’s combined beneficial ownership is reported as 76,742,259 shares, held indirectly through entities including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Vavilovs personally. Footnotes describe ownership relationships and provide price ranges for the multiple trades.
Cipher Mining Inc. Schedule 13D Amendment No. 15 updates beneficial ownership and recent open-market sales by related reporting persons. As of September 17, 2025, the filing reports ownership figures based on 393,282,654 shares outstanding: V3 Holding Ltd and related person Vavilovs Valerijs are shown with 79,442,259 shares (20.2%), Bitfury Top HoldCo B.V. and related entities are shown with up to 44,033,104 shares (11.2%), and Bitfury Holding B.V. holds 4,821,560 shares (1.2%). The amendment discloses recent open-market sales totaling 6,600,000 shares between September 8 and September 17, 2025, by Bitfury Top HoldCo and V3 at volume-weighted average prices ranging from $7.4788 to $11.7694 per share. The filing also attaches a joint filing agreement as an exhibit.
Cipher Mining insiders associated with Bitfury and Valerijs Vavilovs reported multiple open-market sales totaling 2,700,000 shares of Cipher Mining common stock across several transactions. The reported weighted-average sale prices ranged roughly from $10.80 to $12.37, and the filings show the reporting persons retain beneficial ownership of approximately 79.44 million to 81.24 million shares following each reported transaction, reflecting retained large positions held indirectly through a linked ownership structure.
The disclosures identify the reporting parties as V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs and explain the ownership chain that links these entities and individuals, with statements disclaiming beneficial ownership except to the extent of pecuniary interest.
Cipher Mining Inc. insider Patrick Arthur Kelly, who serves as Co-President and COO, reported the sale of 44,870 shares of CIFR common stock on 09/15/2025. The sales were executed under a Rule 10b5-1 trading plan adopted on May 12, 2025, with execution prices ranging from $10.50 to $11.28 and a reported weighted average price of $10.80. After the reported disposition, the reporting person beneficially owns 1,044,390 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filer notes availability of detailed per-trade pricing information upon request.
Cipher Mining Inc. (CIFR) Form 144 notice reports a proposed sale of 44,870 common shares through Fidelity Brokerage Services with an aggregate market value of $484,755.78. The shares were acquired on 09/13/2023 from the issuer as restricted stock vesting and were received as compensation. The filing lists an approximate date of sale of 09/15/2025 and indicates 393,282,654 shares outstanding for the issuer. The notice also discloses a related sale by Patrick A. Kelly of 44,871 common shares on 08/15/2025 for gross proceeds of $233,304.50. Broker for the proposed sale is Fidelity Brokerage Services LLC. The filer attests there is no undisclosed material adverse information.