---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-26-008994"
form_type: "8-K"
ticker: "CIFR"
cik: "0001819989"
company_name: "Cipher Digital Inc."
filed_at: "2026-06-15T21:24:58+00:00"
generated_at: "2026-06-15T21:26:15.611505+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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%.

## SEC filing metadata
- accession: 0000950103-26-008994
- form_type: 8-K
- ticker: CIFR
- cik: 0001819989
- company_name: Cipher Digital Inc.
- filed_at: 2026-06-15T21:24:58+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819989/000095010326008994/0000950103-26-008994-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819989/000095010326008994/dp248453_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-26-008994
- JSON: https://secwatch.observer/filing/0000950103-26-008994.json
- Plain text: https://secwatch.observer/filing/0000950103-26-008994.txt

## Key facts
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819989/000095010326008994/0000950103-26-008994-index.htm
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819989/000095010326008994/0000950103-26-008994-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.