Source-grounded facts extracted from Cipher Digital Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Cipher Digital Inc. entered into Indenture with Wilmington Trust, National Association valued at $810.0 million (effective 2026-06-15).
“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”)”
Cipher Digital Inc. entered into a underwriting with Morgan Stanley & Co. LLC (effective 2026-06-08).
“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”
Cipher Digital Inc. shareholders approved Advisory (Non-Binding) Vote on Executive Compensation at the 2026-06-02 meeting.
“Proposal No. 3 - Advisory (Non-Binding) Vote on Executive Compensation The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers by the following votes:”
Cipher Digital Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-06-02 meeting.
“Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following votes:”
Cipher Digital Inc. shareholders approved Election of Directors at the 2026-06-02 meeting.
“Proposal No. 1 - Election of Directors At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified, by the following votes:”
Cipher Digital Inc. reported first quarter ended March 31, 2026 results: revenue $35 million.
“Q1 2026 Revenue of $35 million and Adjusted EBITDA of negative $48 million”
Cipher Digital Inc. incurred revolving credit of $200,000,000 revolving credit facility with Morgan Stanley Senior Funding, Inc. at Adjusted Term SOFR plus an applicable margin ranging from 1.250% to 1.750%, or a maturing fourth anniversary of the Closing Date.
“The Credit Agreement provides for a $200,000,000 revolving credit facility (the “Revolving Credit Facility”), including a $50,000,000 letter of credit sublimit.”
Cipher Digital Inc. entered into Credit Agreement with Morgan Stanley Senior Funding, Inc., Banco Santander, S.A., New York Branch, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC valued at $200,000,000 (effective 2026-03-23).
“On March 23, 2026 (the “Closing Date”), Cipher Digital Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) as borrower, the lenders and issuing banks party thereto (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as administrative agent”
Cipher Digital Inc.: Amended and restated bylaws to update company name to Cipher Digital Inc (effective 2026-02-20).
“On February 20, 2026, the Board of Directors approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to update the Company’s name to “Cipher Digital Inc.””
Cipher Digital Inc.: Amended certificate of incorporation to change company name to Cipher Digital Inc (effective 2026-02-20).
“On February 20, 2026, the Board of Directors approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Charter”), to change the name of the Company to “Cipher Digital Inc.” The amendment became effective upon filing with the Delaware Secretary of State on February 20, 2026.”
Cipher Digital Inc. incurred senior notes of $2.0 billion with Morgan Stanley & Co. as representative of the initial purchasers at 6.125% per year maturing February 15, 2031.
“Act”) and outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $2.0 billion. The notes were issued at a price equal to 100% of their principal amount. Black Pearl Compute intends to use the net proceeds from the offering (1) to finance the remaining cost”
Cipher Digital Inc. entered into 6.125% Senior Secured Notes due 2031 with Morgan Stanley & Co. valued at 2.0 billion (effective 2026-02-11).
“On February 11, 2026, Black Pearl Compute LLC (“Black Pearl Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Mining Inc. (“Cipher” or the “Company”), completed its previously announced private offering of 6.125% Senior Secured Notes due 2031 (the “notes”).”
Cipher Digital Inc. amended Supplemental Indenture with Wilmington Trust, National Association, as trustee (effective 2025-11-24).
“by and among the Issuer, the Subsidiary Guarantor, Cipher Songbird and the Trustee. The Supplemental Indenture also amends certain provisions of the Existing Indenture in connection with the issuance of the New Notes, including debt service reserve requirements and the amount of scheduled amortization payments”
Cipher Digital Inc. entered into Purchase Agreement with Morgan Stanley & Co. LLC valued at $333,000,000 aggregate principal amount (effective 2025-11-20).
“completed its previously announced private offering of $333,000,000 aggregate principal amount of additional 7.125% Senior Secured Notes due 2030”
Cipher Digital Inc. incurred senior notes of $333,000,000 aggregate principal amount with Morgan Stanley & Co. LLC at 7.125% maturing November 15, 2030.
“completed its previously announced private offering of $333,000,000 aggregate principal amount of additional 7.125% Senior Secured Notes due 2030”
Cipher Digital Inc. incurred senior notes of $1.4 billion with Morgan Stanley & Co. (as representative of the initial purchasers) at 7.125% per year maturing November 15, 2030.
“On November 13, 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 7.125% Senior Secured Notes due 2030 (the “notes”). The notes were sold under a purchase agreement, dated as of November 5, 2025, entered into by and among the Company, Cipher Barber Lake LLC (the “Guarantor”), a wholly-owned subsidiary of Cipher Compute, and Morgan Stanley & Co. as representative of the initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-US persons in reliance on Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $1.4 billion.”
Cipher Digital Inc. incurred convertible notes of $1,300,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 0.00% maturing October 1, 2031.
“On September 30, 2025, Cipher Mining Inc. (the “Company”) issued $1,300,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Notes”).”
Cipher Digital Inc. issued 24,178,576 shares of warrant to Google.
“the Company issued to Google warrants (the “Warrants”) to purchase 24,178,576 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), for an exercise price of $0.01 per share of Common Stock”
Cipher Digital Inc. engaged CBIZ CPAs P.C. as its auditor.
“the Company engaged CBIZ as the Company’s independent registered public accounting firm, effective as of April 15, 2025”
Marcum LLP resigned as auditor of Cipher Digital Inc..
“On April 14, 2025, Marcum resigned as the Company’s independent registered public accounting firm”
Cipher Digital Inc. reported the first quarter ended March 31, 2024 results: revenue $48m, net income GAAP Net Income of $40m. Guidance reaffirmed.
“99.1 Cipher Mining Provides First Quarter 2024 Business Update First Quarter 2024 GAAP Net Income of $40m, and Non-GAAP Adjusted Earnings of $63m First Quarter 2024 Revenues of $48m Current Self-Mining Hash Rate of ~7.7 EH/s and on track to reach ~9.3 EH/s by end of Third Quarter 2024, with plans to grow to ~25.1 EH/s by end of 2025 NEW YORK—May 7, 2024—”
Cipher Digital Inc. shareholders rejected Approval of amendment to second amended and restated certificate of incorporation to provide for exculpation of officers from breaches of fiduciary duty at the 2024-05-02 meeting.
“Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 158,926,453 4,593,652 4,771,572 18,592,015”
Cipher Digital Inc. shareholders approved Ratification of independent registered public accounting firm at the 2024-05-02 meeting.
“Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 186,644,721 138,770 100,201 —”
Cipher Digital Inc. shareholders approved Election of directors at the 2024-05-02 meeting.
“Votes FOR Votes WITHHELD Broker Non- Votes Tyler Page 164,376,178 3,915,499 18,592,015 Cary Grossman 150,422,180 17,869,497 18,592,015”
Cipher Digital Inc. amended Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC valued at Amendment adds Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC as additional agents (effective 2024-03-06).
“On March 6, 2024, Cipher Mining Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) by and among Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC.”
Cipher Digital Inc. reported the year ended December 31, 2023 results: revenue Full Year 2023 Revenues of $126.8m.
“X-99.1 Exhibit 99.1 Cipher Mining Provides Fourth Quarter and Full Year 2023 Business Update Fourth Quarter GAAP Earnings of $10.6m and Non-GAAP Earnings of $27.8m Full Year 2023 Revenues of $126.8m Increased Hash Rate to 7.4 EH/s in First Quarter 2024 and on track to reach 9.3 EH/s by end of Third Quarter 2024, with potential to grow to 25 EH/s by the end of 2025 NEW YORK—March 5, 2024— Cipher Mining Inc.”
Cipher Digital Inc. reported the fourth quarter ended December 31, 2023 results: net income GAAP Earnings of $10.6m and Non-GAAP Earnings of $27.8m.
“Fourth Quarter GAAP Earnings of $10.6m and Non-GAAP Earnings of $27.8m”
Cipher Digital Inc. entered into Future Sales and Purchase Agreement with Bitmain Technologies Delaware Limited valued at $99,473,360 (effective 2023-12-16).
“On December 16, 2023, Cipher Mining Inc. (the “Company”), through its wholly-owned subsidiary Cipher Mining Infrastructure LLC, a Delaware limited liability company, entered into a fully executed Future Sales and Purchase Agreement (the “Agreement”) with Bitmain Technologies Delaware Limited (“Bitmain”) to purchase 37,396 Antminer T21 miners (the “2025 Miners"), which will be delivered in one batch in April 2025.”
Cipher Digital Inc. reported the third quarter ended September 30, 2023 results: net income GAAP Diluted Net Loss of $0.07 per Share, EPS Non-GAAP Diluted Net Income of $0.02 per Share.
“On November 8, 2023, Cipher Mining Inc. (the “Company”) announced its results for the third quarter ended September 30, 2023.”
Cipher Digital Inc. amended Second Amendment to the Lease Agreement with affiliate of Luminant ET Services Company LLC valued at Extended initial term of the lease until July 2027 (effective 2023-08-23).
“in connection with the settlement of a legal proceeding with Luminant ET Services Company LLC (“Luminant”), on August 23, 2023, Cipher Mining Inc. (the “Company”), through Cipher Mining Technologies Inc. ("CMTI"), entered into (i) a Fourth Amendment to the Power Purchase Agreement (the “Amended PPA”) with Luminant, which amended the Power Purchase Agreement, dated June 23, 2021, which was subsequently amended on July 9, 2021, February 28, 2022, and August 26, 2022 (the “Original Agreement”), for the supply of electric power to the Company’s data center in Odessa, Texas (the “Odessa Facility”) and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Lease Agreement dated June 29, 2021, which was subsequently amended on July 9, 2021, for a lease of the plot of land for the Odessa Facility.”
Cipher Digital Inc. amended Fourth Amendment to the Power Purchase Agreement with Luminant ET Services Company LLC valued at Reduces notice requirements from two hours to at most ten minutes for changes in energy consumption (effective 2023-08-23).
“in connection with the settlement of a legal proceeding with Luminant ET Services Company LLC (“Luminant”), on August 23, 2023, Cipher Mining Inc. (the “Company”), through Cipher Mining Technologies Inc. ("CMTI"), entered into (i) a Fourth Amendment to the Power Purchase Agreement (the “Amended PPA”) with Luminant, which amended the Power Purchase Agreement, dated June 23, 2021, which was subsequently amended on July 9, 2021, February 28, 2022, and August 26, 2022 (the “Original Agreement”), for the supply of electric power to the Company’s data center in Odessa, Texas (the “Odessa Facility”) and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Lease Agreement dated June 29, 2021, which was subsequently amended on July 9, 2021, for a lease of the plot of land for the Odessa Facility.”
Cipher Digital Inc. reported second quarter ended June 30, 2023 results: net income GAAP Diluted Net Loss of $0.05 per Share, EPS $0.05 per share.
“Cipher Mining Inc. (the “Company”) announced its results for the second quarter ended June 30, 2023.”
Robert Flatley was elected as director at Cipher Digital Inc..
“On August 3, 2023, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight directors and elected Robert Flatley as a director of the Company, effective immediately.”
Cipher Digital Inc. entered into Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC valued at up to $250,000,000 (effective 2023-08-03).
“On August 3, 2023, Cipher Mining Inc. (the “Company”) entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an “Agent” and, together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for aggregate gross proceeds of up to $250.0 million (the “Shares”).”
Cipher Digital Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2023-05-04 meeting.
“Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 220,868,414 121,048 8,683 —”
Cipher Digital Inc. shareholders approved Election of Directors at the 2023-05-04 meeting.
“Proposal No. 1 - Election of Directors At the Annual Meeting, the Company's stockholders elected the persons listed below as directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non- Votes Holly Morrow Evans 210,870,361 2,382,762 7,745,022 James Newsome 212,463,842 789,281 7,745,022 Wesley Williams 213,066,485 186,638 7,745,022”
Cipher Digital Inc. reported first quarter ended March 31, 2023 results: net income GAAP diluted net loss of $0.03 per share, EPS GAAP diluted net loss of $0.03 per share (Non-GAAP diluted net income of $0.03 per share).
“Cipher Mining Inc. (the “Company”) announced its results for the first quarter ended March 31, 2023.”
William Iwaschuk was appointed as Co-President, Chief Legal Officer and Corporate Secretary at Cipher Digital Inc..
“On March 20, 2023, the Company also announced the appointment of Mr. William Iwaschuk, previously serving as Chief Legal Officer and Corporate Secretary, to serve as the Company's Co-President, Chief Legal Officer and Corporate Secretary, effective on the same date.”
Patrick Kelly was appointed as Co-President and Chief Operating Officer at Cipher Digital Inc..
“On March 20, 2023, Cipher Mining, Inc. (the “Company” or “Cipher”) announced the appointment of Mr. Patrick Kelly, previously serving as Chief Operating Officer, to serve as the Company's Co-President and Chief Operating Officer, effective on the same date.”
Cipher Digital Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).
“December 15, 2022, Cipher Mining Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s common stock (the “Common Stock”) had closed below Nasdaq’s $1.00 per share minimum bid price requirement for 30 consecutive business days, the Company no longer complies with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) for continued listing. The Nasdaq deficiency letter has no immediate effect on the listing of the Common Stock and it will continue to trade on Nasdaq under the”
Cipher Digital Inc. reported the three and nine months ended September 30, 2022 results: EPS $0.24 per Share.
“Cipher Mining Provides Third Quarter 2022 Business Update GAAP Diluted Net Income of $0.24 per Share (Non-GAAP Diluted Net Loss of $0.06 per Share)”
Cipher Digital Inc. amended Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers with SuperAcme Technology (Hong Kong) Limited valued at $48,207,654.00 (effective 2022-11-04).
“On November 4, 2022, through its subsidiary, Cipher Mining Technologies Inc., Cipher Mining Inc. (the “Company”) entered into a Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which supplements that certain Amended and Restated Framework Agreement on Supply of Blockchain Services (the “Amended Agreement”), dated May 6, 2022, and that certain Framework Agreement on Supply of Blockchain Servers (the “Original Agreement”), dated September 2, 2021.”
Tahira Rehmatulla resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
Paul Fratamico resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
John J. Lendrum, III resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
David Pauker resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
Cary Grossman resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
Douglas Wurth resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
Fred Zeidman resigned as Director at Cipher Digital Inc..
“Fred Zeidman, Douglas Wurth, Cary Grossman, David Pauker, John J. Lendrum, III, Paul Fratamico and Tahira Rehmatulla resigned from their positions as directors of Good Works.”
Cary Grossman resigned as President at Cipher Digital Inc..
“Cary Grossman resigned from his position as Good Works’ President”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.