Cipher Mining Inc. Enters Material Definitive Agreement

TL;DR

CIFR just signed a big deal, creating a new financial obligation. Details TBD.

AI Summary

On November 24, 2025, Cipher Mining Inc. (CIFR) entered into a material definitive agreement, creating a direct financial obligation. The filing does not specify the other party involved or the exact nature and amount of the financial obligation, but it is classified under 'Finance Services'.

Why It Matters

This filing indicates a new significant financial commitment or agreement for Cipher Mining, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, but lacks specific details on the terms, counterparty, or amount, creating uncertainty.

Key Players & Entities

• Cipher Mining Inc. (company) — Registrant
• November 24, 2025 (date) — Date of earliest event reported
• 001-39625 (other) — Commission File Number
• 85-1614529 (other) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value per share CIFR The Nasdaq S
• $11.50 — of Common Stock at an exercise price of $11.50 per whole share CIFRW The Nasdaq Stoc
• $333,000,000 — reviously announced private offering of $333,000,000 aggregate principal amount of additiona
• $1,400,000,000 — otes are part of the same series as the $1,400,000,000 aggregate principal amount of 7.125% se

Filing Documents

• dp237816_8k.htm (8-K) — 41KB
• dp237816_ex0401.htm (EX-4.1) — 40KB
• 0000950103-25-015181.txt ( ) — 301KB
• cifr-20251124.xsd (EX-101.SCH) — 4KB
• cifr-20251124_def.xml (EX-101.DEF) — 26KB
• cifr-20251124_lab.xml (EX-101.LAB) — 36KB
• cifr-20251124_pre.xml (EX-101.PRE) — 25KB
• dp237816_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Additional Senior Secured Notes Offering General On November 24, 2025, Cipher Compute LLC ("Cipher Compute" or the "Issuer"), a wholly-owned indirect subsidiary of Cipher Mining Inc. ("Cipher" or the "Company"), completed its previously announced private offering of $333,000,000 aggregate principal amount of additional 7.125% Senior Secured Notes due 2030 (the "New Notes"). The New Notes were sold under a purchase agreement, dated as of November 20, 2025, by and among Cipher Compute, Cipher Barber Lake LLC (the "Subsidiary Guarantor"), a wholly-owned subsidiary of Cipher Compute, and Morgan Stanley & Co. LLC, as the sole initial purchaser, for resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act (the "Offering"). The New Notes are part of the same series as the $1,400,000,000 aggregate principal amount of 7.125% senior secured notes due 2030 (the "Initial Notes" and together with the New Notes, the "Notes") issued by the Issuer pursuant to the indenture, dated as of November 13, 2025 (the "Existing Indenture"), by and among the Issuer, Cipher Songbird LLC ("Cipher Songbird"), the Subsidiary Guarantor and Wilmington Trust, National Association, as trustee and collateral agent ("Trustee"). The New Notes have identical terms and conditions (other than the original issue date and issue price) as the Initial Notes. Cipher Compute intends to use the net proceeds from the Offering to finance a portion of the construction costs associated with additional facilities within its Barber Lake Facility, a high-performance computing data center near Colorado City, Texas. The New Notes were issued at a price equal to 100.250% of their principal amount, plus pre-issuance accrued interest from and including

03. Creation of a Direct Financial Obligation or

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements regarding the anticipated use of any proceeds from the offering, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "believes," "estimates," "strategy," "future," "forecasts," "opportunity," "predicts," "potential," "would," "will likely result," "continue," and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Supplemental Indenture, dated as of November 24, 2025, among Cipher Compute LLC, Cipher Barber Lake LLC, Cipher Songbird LLC, and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes. 4.2 Indenture, dated as of November 13, 2025, among Cipher Compute LLC, Cipher Barber Lake LLC, Cipher Songbird LLC, and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes 4.3 Form of Note representing the 7.125% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 24, 2025 CIPHER MINING INC. By: /s/ Tyler Page Name: Tyler Page Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR