AI Earnings Predictions for Cipher Mining Inc. (CIFR)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2026

CIPHER DIGITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-3962585-1614529

(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1 Vanderbilt Avenue

Floor 54

New York, New York 10017

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per shareCIFRThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2026, Cipher Digital Inc. (the “Company”) announced its results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

Item 7.01 Regulation FD Disclosure.

On August 4, 2026, the Company posted a presentation to its website at https://investors.cipherdigital.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit

Number Description

99.1 Press Release of the Compan

EX-99.1

2 exh991q1fy26_earningsxprvf.htm

EX-99.1

Document

Exhibit 99.1

Cipher Digital Provides First Quarter 2026 Business Update

Development Timeline on Track at Barber Lake and Black Pearl Data Centers

Signed Third AI Data Center Campus Lease with Investment-Grade Hyperscale Tenant

Secured $200 Million Revolving Credit Facility Supported by a Syndicate of Leading Global Financial Institutions

NEW YORK—May 5, 2026—Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer, owner, and operator of industrial-scale data centers, today announced its first quarter 2026 financial results, with an update on its operations and business strategy.

“2026 is the year of execution for Cipher,” said Tyler Page, Chief Executive Officer. “We are proud to announce massive development progress at both the Barber Lake and Black Pearl campuses. On the business development front, we built on the strong momentum from last year by signing our third AI data center campus lease with an investment-grade Hyperscale tenant in the first quarter. We also secured our first corporate revolving credit facility, strengthening our liquidity position by providing up to $200 million of committed borrowing capacity from leading global financial institutions. Looking forward, we will continue to build on this momentum and establish ourselves as the leading HPC development platform.”

Finance and Operations Highlights

•Signed third data center campus lease with an investment-grade Hyperscale tenant

•Barber Lake data center building was topped out in April, with mechanical, electrical, and networking work fronts ongoing. The project remains on schedule

•At Black Pearl, the retrofitting of existing data center structure for Phase I is progressing well. Layout and site work for Phase II began in April. The project remains on schedule

•Closed revolving credit facility providing up to $200 million of committed capacity, supported by a syndicate of leading global financial institutions

•The Company expects to have sufficient capital to fund the equity component of the third data center campus and support its near-term capital requirements

•Q1 2026 Revenue of $35 million and Adjusted EBITDA of negative $48 million

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.cipherdigital.com/.

About Cipher

Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale. To learn more about Cipher, please visit https://www.cipherdigital.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and

includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about the Company’s beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, 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 statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainti

EX-99.1

4 exh991q4fy25_earningsprxvf.htm

EX-99.1

Document

Exhibit 99.1

Cipher Digital Provides Fourth Quarter and Full Year 2025 Business Update

Rebrands to Cipher Digital to Reflect Strategic Shift Toward HPC

Divested 49% Stake in Alborz, Bear, and Chief Mining Sites

Secured Full Funding for Existing Data Center Developments Through High-Yield Bond Offerings

Data Center Development on Track at Barber Lake and Black Pearl

NEW YORK—February 24, 2026—Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced its fourth quarter and full year 2025 financial results, with an update on its operations and business strategy.

“Building on a transformative 2025, the fourth quarter reflected continued momentum as we advanced our evolution into a leading HPC data center development company,” said Tyler Page, Chief Executive Officer. “During the quarter, we upsized our initial lease with Fluidstack and Google and signed our first HPC lease with Amazon. In addition, we successfully executed multiple high yield bond offerings to finance two of our existing HPC projects at Barber Lake and Black Pearl. In recognition of this successful shift in our business model and strategic priorities going forward, we are proud to now officially operate as Cipher Digital.”

The rebrand to Cipher Digital reflects the Company’s full strategic transition toward a business model centered on stable, long-duration cash flows and long-term leases with best-in-class hyperscale customers. Cipher is focused on sourcing and securing power, developing advanced data centers purpose-built for HPC workloads, and leasing capacity to the world’s leading technology companies. While bitcoin mining played a foundational role in building Cipher’s power origination expertise and large-scale development capabilities, the Company’s identity has evolved to focus on enabling next-generation compute at industrial scale.

In line with this new direction, Cipher sold its 49% interest in the three 40 MW joint venture sites, Alborz, Bear, and Chief, as well as select bitcoin mining machines previously deployed at Black Pearl. These non-core assets were acquired by Canaan Inc., a vertically integrated innovator in crypto mining, for approximately $40 million in an all-stock transaction. This transaction allows Cipher to simplify the business structure, maintain optimized exposure to the bitcoin mining industry in a capital-light manner, and accelerate the strategic transition.

In addition, the Company successfully executed three high-yield offerings to finance the construction at Barber Lake and Black Pearl. In the first transaction, Cipher raised $1.4 billion in aggregate principal of senior secured notes at 7.125%. Subsequently, the Company offered $333 million in additional aggregate principal at the same rate, bringing the total size of the financing for Barber Lake to $1.73 billion. The third high-yield offering raised $2.0 billion in aggregate principal of senior

secured notes at 6.125%, with the substantially lower rate reflecting the Company’s continued maturation and strong investor confidence.

With financing secured, the Company has cleared another major hurdle in the execution of these large-scale projects. Cipher is now fully focused on the construction and delivery of Barber Lake and Black Pearl, both of which remain on schedule, supported by our best-in-class construction team.

“2026 is a year of execution for Cipher as we fully transition the business into a leading infrastructure platform. With construction on track at our existing projects, a deep and expanding development pipeline, and heightened demand from both capital providers and tenants, we are firmly focused on establishing Cipher Digital as the premier developer and operator of data centers powering the next generation of compute,” added Mr. Page.

Finance and Operations Highlights

•Rebranded from Cipher Mining to Cipher Digital, reflecting the Company's pivot from bitcoin mining to HPC data center development

•Secured 600 MW gross of total contracted HPC capacity to date across two leases, a 15-year 300 MW lease with AWS and a 10-year 300 MW lease with Fluidstack and Google

•Completed three bond offerings to finance HPC data center buildouts for aggregate proceeds of $3.73 billion

•Barber Lake data center development is progressing on track with ~95% of long lead equipment secured and all current design milestones achieved

•Black Pearl data center development is on schedule, with engineering, procurement, and construction activities underway

•Q4 2025 Revenue of $60 million and Adjusted Net Loss of $55 million

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.cipherdigital.com/.

About Cipher

Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards o