Cipher Digital subsidiary closes $810M 6% senior secured notes due 2031 for data center

Cipher Digital Inc.

Stingray Compute LLC issued $810M aggregate principal of 6.000% Senior Secured Notes at 99.750% of par.
Notes mature June 15, 2031; interest payable semiannually on June 15 and December 15 starting Dec 2026.
Proceeds: finance remaining cost of Stingray Facility (high-performance computing data center in Andrews, TX), reimburse $61.5M equity, fund debt service reserves.
Cipher provides a completion guarantee to fund any shortfall for timely completion of the Stingray Facility.
Indenture includes covenants limiting additional indebtedness, dividends, liens, and asset sales; change-of-control put at 101%.

item 1.01 item 2.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cipher Digital Inc. entered into a underwriting with Morgan Stanley & Co. LLC (effective 2026-06-08).

Action: entry
Agreement: underwriting
Counterparty: Morgan Stanley & Co. LLC
Effective: 2026-06-08

Exact text from the filing

The notes were sold under a purchase agreement, dated as of June 8, 2026, entered into by and among the Company, Cipher Stingray LLC, a wholly-owned subsidiary of Stingray Compute (the “Subsidiary Guarantor”), and Morgan Stanley & Co. LLC as representative of the initial purchasers

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cipher Digital Inc. entered into Indenture with Wilmington Trust, National Association valued at $810.0 million (effective 2026-06-15).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Trust, National Association
Value: $810.0 million
Effective: 2026-06-15

Exact text from the filing

On June 15, 2026, Stingray Compute, the Subsidiary Guarantor and Cipher Stingray Holdings LLC, direct parent of Cipher Compute, entered into an indenture (the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”)

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Source: SEC EDGAR

accession 0000950103-26-008994

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