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Cipher Digital Inc. reported the results of its 2026 annual stockholder meeting. Stockholders representing 268,911,228 shares, about 66.24% of outstanding common stock as of April 8, 2026, were present electronically or by proxy, providing a solid quorum.
Three directors — Thomas Duda, James Newsome, and Wesley Williams — were elected to terms running until the 2029 annual meeting. Stockholders also ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 265,902,590 votes in favor versus 1,649,851 against.
In an advisory, non-binding vote on executive compensation, stockholders approved pay for the named executive officers, with 154,473,020 votes for and 30,443,644 against. These outcomes indicate overall support for the board slate, auditor selection and executive pay program.
Cipher Digital Inc. reported the results of its 2026 annual stockholder meeting. Stockholders representing 268,911,228 shares, about 66.24% of outstanding common stock as of April 8, 2026, were present electronically or by proxy, providing a solid quorum.
Three directors — Thomas Duda, James Newsome, and Wesley Williams — were elected to terms running until the 2029 annual meeting. Stockholders also ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 265,902,590 votes in favor versus 1,649,851 against.
In an advisory, non-binding vote on executive compensation, stockholders approved pay for the named executive officers, with 154,473,020 votes for and 30,443,644 against. These outcomes indicate overall support for the board slate, auditor selection and executive pay program.
Cipher Digital Inc. reported that entities affiliated with major shareholder Valerijs Vavilovs completed open-market sales of Common Stock. On June 4, 2026, Bitfury Top HoldCo B.V. sold a total of 1,200,000 shares of Cipher Digital common stock in two transactions at weighted average prices of $25.3498 and $26.0983 per share, through multiple trades within stated price ranges. Following these sales, the reporting group, including Bitfury Top HoldCo, Bitfury Holding B.V., V3 Holding Ltd, Bitfury Group Ltd and Mr. Vavilovs, continued to hold tens of millions of shares, reflecting a large remaining position. The footnotes explain a layered ownership structure in which several entities and Mr. Vavilovs may be deemed to share beneficial ownership, while each disclaims beneficial ownership beyond their respective pecuniary interests.
Cipher Digital Inc. reported that entities affiliated with major shareholder Valerijs Vavilovs completed open-market sales of Common Stock. On June 4, 2026, Bitfury Top HoldCo B.V. sold a total of 1,200,000 shares of Cipher Digital common stock in two transactions at weighted average prices of $25.3498 and $26.0983 per share, through multiple trades within stated price ranges. Following these sales, the reporting group, including Bitfury Top HoldCo, Bitfury Holding B.V., V3 Holding Ltd, Bitfury Group Ltd and Mr. Vavilovs, continued to hold tens of millions of shares, reflecting a large remaining position. The footnotes explain a layered ownership structure in which several entities and Mr. Vavilovs may be deemed to share beneficial ownership, while each disclaims beneficial ownership beyond their respective pecuniary interests.
Cipher Digital Inc. is pursuing project financing for its Stingray data center through a proposed $810.0 million private offering of senior secured notes due 2031 by its wholly-owned subsidiary, Stingray Compute LLC. The notes would be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.
Net proceeds are expected to fund remaining construction of the 70 IT MW Stingray high-performance computing facility, reimburse Cipher Digital for approximately $63.6 million of prior equity contributions, and establish debt service reserves. Stingray is fully pre-leased to Amazon Data Services under a long-term triple-net structure, with transaction materials highlighting roughly $2.0–$5.7 billion of potential contracted lease payments, a 3.0% annual rent escalator and targeted initial rent commencement in April 2027.
The notes will be guaranteed by Cipher Stingray, secured by first-priority liens on substantially all assets of the issuer and guarantor and on the issuer’s equity, and supported by a completion guarantee from Cipher Digital. The company emphasizes that closing, timing and terms remain subject to market and other conditions and includes extensive forward-looking statement disclaimers.
Cipher Digital Inc. is pursuing project financing for its Stingray data center through a proposed $810.0 million private offering of senior secured notes due 2031 by its wholly-owned subsidiary, Stingray Compute LLC. The notes would be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.
Net proceeds are expected to fund remaining construction of the 70 IT MW Stingray high-performance computing facility, reimburse Cipher Digital for approximately $63.6 million of prior equity contributions, and establish debt service reserves. Stingray is fully pre-leased to Amazon Data Services under a long-term triple-net structure, with transaction materials highlighting roughly $2.0–$5.7 billion of potential contracted lease payments, a 3.0% annual rent escalator and targeted initial rent commencement in April 2027.
The notes will be guaranteed by Cipher Stingray, secured by first-priority liens on substantially all assets of the issuer and guarantor and on the issuer’s equity, and supported by a completion guarantee from Cipher Digital. The company emphasizes that closing, timing and terms remain subject to market and other conditions and includes extensive forward-looking statement disclaimers.
Duda Thomas David reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Thomas David Duda reported a stock award and updated holdings. He received a grant of 8,299 shares of common stock at a stated price of $0.00 per share, which appears to reflect a compensation-related award rather than a market purchase.
After this grant, Duda directly holds 25,979 common shares. A separate line shows 12,871 common shares held indirectly by his spouse, indicating additional exposure to Cipher Digital through family ownership alongside his direct position.
Duda Thomas David reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Thomas David Duda reported a stock award and updated holdings. He received a grant of 8,299 shares of common stock at a stated price of $0.00 per share, which appears to reflect a compensation-related award rather than a market purchase.
After this grant, Duda directly holds 25,979 common shares. A separate line shows 12,871 common shares held indirectly by his spouse, indicating additional exposure to Cipher Digital through family ownership alongside his direct position.
Cipher Digital Inc. director Robert Flatley received a grant of 8,299 shares of common stock on June 3, 2026. The shares were awarded at a stated price of $0.00 per share, indicating a compensation-related grant rather than an open-market purchase. After this award, Flatley directly owns 147,171 common shares in total. The filing shows no derivative positions or related option exercises tied to this transaction.
Cipher Digital Inc. director Robert Flatley received a grant of 8,299 shares of common stock on June 3, 2026. The shares were awarded at a stated price of $0.00 per share, indicating a compensation-related grant rather than an open-market purchase. After this award, Flatley directly owns 147,171 common shares in total. The filing shows no derivative positions or related option exercises tied to this transaction.
GROSSMAN CARY M reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Cary M. Grossman reported receiving a grant of 8,299 shares of Common Stock. The award carried a per-share price of $0.00, indicating it was a compensation-related equity grant rather than a market purchase. Following this grant, Grossman directly holds 158,829 Cipher Digital common shares.
GROSSMAN CARY M reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Cary M. Grossman reported receiving a grant of 8,299 shares of Common Stock. The award carried a per-share price of $0.00, indicating it was a compensation-related equity grant rather than a market purchase. Following this grant, Grossman directly holds 158,829 Cipher Digital common shares.
Long Caitlin reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Caitlin Long received a grant of 8,299 shares of Common Stock on June 3, 2026. The award was recorded at a price of $0.00 per share, indicating a compensation-related grant rather than an open-market purchase. After this transaction, she directly holds a total of 235,080 shares of Cipher Digital common stock.
Long Caitlin reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Caitlin Long received a grant of 8,299 shares of Common Stock on June 3, 2026. The award was recorded at a price of $0.00 per share, indicating a compensation-related grant rather than an open-market purchase. After this transaction, she directly holds a total of 235,080 shares of Cipher Digital common stock.
Cipher Digital Inc. director James E. Newsome reported receiving a grant of Common Stock under the company’s compensation arrangements. On the reported date, he acquired 8,299 shares at a stated price of $0.00 per share, reflecting a share award rather than an open-market purchase.
Following this grant, Newsome directly holds a total of 135,630 shares of Cipher Digital common stock. The filing shows no related option exercises, sales, gifts, or derivative positions, indicating this was a straightforward equity award that modestly increases his direct ownership stake.
Cipher Digital Inc. director James E. Newsome reported receiving a grant of Common Stock under the company’s compensation arrangements. On the reported date, he acquired 8,299 shares at a stated price of $0.00 per share, reflecting a share award rather than an open-market purchase.
Following this grant, Newsome directly holds a total of 135,630 shares of Cipher Digital common stock. The filing shows no related option exercises, sales, gifts, or derivative positions, indicating this was a straightforward equity award that modestly increases his direct ownership stake.
Williams Wesley Hastie reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Williams Wesley Hastie reported an equity compensation grant of 8,299 shares of Common Stock. The award was recorded at a price of $0.00 per share, indicating a grant or award rather than an open-market purchase. Following this grant, he directly holds 123,708 shares of Cipher Digital Common Stock.
Williams Wesley Hastie reported acquisition or exercise transactions in this Form 4 filing.
Cipher Digital Inc. director Williams Wesley Hastie reported an equity compensation grant of 8,299 shares of Common Stock. The award was recorded at a price of $0.00 per share, indicating a grant or award rather than an open-market purchase. Following this grant, he directly holds 123,708 shares of Cipher Digital Common Stock.
Cipher Digital Inc. large shareholder group reports share sales and a forward sale contract. Entities affiliated with Bitfury Top HoldCo B.V., including V3 Holding Ltd, Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported open-market sales of a total of 1,800,000 shares of Cipher Digital common stock on June 3, 2026 at weighted average prices of approximately $26.28, $27.17 and $28.09 per share, executed in multiple trades within stated price ranges. On June 2, 2026, Bitfury Top HoldCo also entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 2,000,000 shares of common stock, pledging 2,000,000 shares as collateral and receiving a cash payment of $41.9 million. The number of shares ultimately delivered in four future tranches between May 14, 2027 and June 4, 2027 will depend on future share prices relative to a floor price of $24.8655 and a cap price of $37.2982, based on formulas described in the contract.
Cipher Digital Inc. large shareholder group reports share sales and a forward sale contract. Entities affiliated with Bitfury Top HoldCo B.V., including V3 Holding Ltd, Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs, reported open-market sales of a total of 1,800,000 shares of Cipher Digital common stock on June 3, 2026 at weighted average prices of approximately $26.28, $27.17 and $28.09 per share, executed in multiple trades within stated price ranges. On June 2, 2026, Bitfury Top HoldCo also entered into a variable prepaid forward sale contract with an unaffiliated dealer covering up to 2,000,000 shares of common stock, pledging 2,000,000 shares as collateral and receiving a cash payment of $41.9 million. The number of shares ultimately delivered in four future tranches between May 14, 2027 and June 4, 2027 will depend on future share prices relative to a floor price of $24.8655 and a cap price of $37.2982, based on formulas described in the contract.