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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. 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., 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. 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.
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.
The Vanguard Group reported beneficial ownership of 32,680,186 shares of Cipher Mining Inc. common stock, representing 8.27% of the class as of December 31, 2025.
Vanguard reports no sole voting or dispositive power, with shared voting power over 2,346,462 shares and shared dispositive power over 32,680,186 shares. The holding is described as being in the ordinary course of business and not for the purpose of changing or influencing control of Cipher Mining.
Vanguard notes an internal realignment effective January 12, 2026, after which certain subsidiaries or business divisions are expected to report beneficial ownership separately, while continuing the same investment strategies previously pursued by The Vanguard Group, Inc.
The Vanguard Group reported beneficial ownership of 32,680,186 shares of Cipher Mining Inc. common stock, representing 8.27% of the class as of December 31, 2025.
Vanguard reports no sole voting or dispositive power, with shared voting power over 2,346,462 shares and shared dispositive power over 32,680,186 shares. The holding is described as being in the ordinary course of business and not for the purpose of changing or influencing control of Cipher Mining.
Vanguard notes an internal realignment effective January 12, 2026, after which certain subsidiaries or business divisions are expected to report beneficial ownership separately, while continuing the same investment strategies previously pursued by The Vanguard Group, Inc.
Cipher Mining Inc. executive trading update: Co-President and COO Patrick Arthur Kelly reported selling 35,568 shares of Cipher Mining common stock on January 15, 2026. The transaction was coded as a sale and executed at a weighted average price of $17.76 per share, with individual trade prices ranging from $17.17 to $18.63. The filing states that these sales were made under a pre-established Rule 10b5-1 trading plan adopted on May 12, 2025. Following this sale, Kelly beneficially owns 1,512,644 shares of Cipher Mining common stock in direct ownership.
Cipher Mining Inc. executive trading update: Co-President and COO Patrick Arthur Kelly reported selling 35,568 shares of Cipher Mining common stock on January 15, 2026. The transaction was coded as a sale and executed at a weighted average price of $17.76 per share, with individual trade prices ranging from $17.17 to $18.63. The filing states that these sales were made under a pre-established Rule 10b5-1 trading plan adopted on May 12, 2025. Following this sale, Kelly beneficially owns 1,512,644 shares of Cipher Mining common stock in direct ownership.
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. insiders reported sales totaling 1,200,000 shares of Common Stock on September 8-9, 2025. The Form 4s were filed by related parties including V3 Holding Ltd, Bitfury Top HoldCo B.V., Bitfury Holding B.V., Bitfury Group Ltd and Valerijs Vavilovs. The three reported transactions show sales of 600,000 shares at a weighted average price of $7.4788, 419,837 shares at $8.3433 and 180,163 shares at $9.1560, with per-transaction price ranges disclosed in footnotes. Post-transaction beneficial ownership figures are shown as 85,442,259; 85,022,422; and 84,842,259 shares respectively. Footnotes describe the ownership chain among Bitfury entities, V3 and Mr. Vavilovs and include disclaimers of beneficial ownership except to the extent of pecuniary interest.
Cipher Mining Inc. Schedule 13D/A (Amendment No. 14) updates ownership and recent open-market sales by related reporting persons. As of September 8, 2025 the filing reports ownership based on 393,282,654 shares outstanding: V3 Holding Ltd and related parties are reported to beneficially own 86,042,259 shares (21.9%), Bitfury Top HoldCo B.V. and related entities are reported to beneficially own 48,533,104 shares (12.3%), and Bitfury Holding B.V. directly holds 4,821,560 shares (1.2%). The amendment discloses a series of open-market sales by V3 and Bitfury Top HoldCo totaling multiple millions of shares executed between August 26 and September 5, 2025, with volume-weighted average prices per disclosed tranche ranging from $6.6913 to $8.3014. A Joint Filing Agreement is filed as an exhibit.
Cipher Mining Inc. Schedule 13D/A (Amendment No. 14) updates ownership and recent open-market sales by related reporting persons. As of September 8, 2025 the filing reports ownership based on 393,282,654 shares outstanding: V3 Holding Ltd and related parties are reported to beneficially own 86,042,259 shares (21.9%), Bitfury Top HoldCo B.V. and related entities are reported to beneficially own 48,533,104 shares (12.3%), and Bitfury Holding B.V. directly holds 4,821,560 shares (1.2%). The amendment discloses a series of open-market sales by V3 and Bitfury Top HoldCo totaling multiple millions of shares executed between August 26 and September 5, 2025, with volume-weighted average prices per disclosed tranche ranging from $6.6913 to $8.3014. A Joint Filing Agreement is filed as an exhibit.
Cipher Mining Inc. Schedule 13D/A (Amendment No. 14) updates ownership and recent open-market sales by related reporting persons. As of September 8, 2025 the filing reports ownership based on 393,282,654 shares outstanding: V3 Holding Ltd and related parties are reported to beneficially own 86,042,259 shares (21.9%), Bitfury Top HoldCo B.V. and related entities are reported to beneficially own 48,533,104 shares (12.3%), and Bitfury Holding B.V. directly holds 4,821,560 shares (1.2%). The amendment discloses a series of open-market sales by V3 and Bitfury Top HoldCo totaling multiple millions of shares executed between August 26 and September 5, 2025, with volume-weighted average prices per disclosed tranche ranging from $6.6913 to $8.3014. A Joint Filing Agreement is filed as an exhibit.
Cipher Mining Inc. Schedule 13D/A (Amendment No. 14) updates ownership and recent open-market sales by related reporting persons. As of September 8, 2025 the filing reports ownership based on 393,282,654 shares outstanding: V3 Holding Ltd and related parties are reported to beneficially own 86,042,259 shares (21.9%), Bitfury Top HoldCo B.V. and related entities are reported to beneficially own 48,533,104 shares (12.3%), and Bitfury Holding B.V. directly holds 4,821,560 shares (1.2%). The amendment discloses a series of open-market sales by V3 and Bitfury Top HoldCo totaling multiple millions of shares executed between August 26 and September 5, 2025, with volume-weighted average prices per disclosed tranche ranging from $6.6913 to $8.3014. A Joint Filing Agreement is filed as an exhibit.