Results of Operations and Financial Condition. On November 2, 2026, Cipher Digital Inc. (the “Company”) announced its results for the third quarter ended September 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”).

Entry into a Material Definitive Agreement. Indenture and Notes On October 16, 2026, Cipher Digital Inc. (the “Company”) issued $850.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of October 16, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the C…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in

The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon conversion of t…

Regulation FD Disclosure. The Company today delivered respective notices relating to a change in default settlement method (the “Notices”) to holders of its outstanding 2030 Notes and 0.00% convertible senior notes due 2031 and U.S. Bank Trust Company, National Association, as trustee for each series of the outstanding notes. The Notices announce the Company’s election to change the default settlement for all conversions of each series of the notes. Unless otherwise specified by the Company i…

Other Events. On October 14, 2026, Cipher Digital Inc. (the “Company”) issued a press release announcing the pricing of its $850.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The Company granted the initial purchasers of the notes a 13-day option to purchase up to an additional $150.0 mi…

Other Events. On October 13, 2026, the Company issued a press release announcing that it intends to offer, subject to market and other conditions, $850.0 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and grant to the initial purchasers of the notes an option to purchase, within a 13-day period b…

Other Events. On September 24, 2026, the Company, through its wholly owned subsidiary Cipher Barber Lake LLC, entered into an amendment (the “Amendment”) to its lease (the “Barber Lake Lease”) with Fluidstack USA II Inc. (“Fluidstack”) relating to the development, construction, and lease of an HPC data center facility (the “Barber Lake Facility”). Concurrently with the execution of the Amendment, the Company entered into a binding commitment with a leading AI lab to enter into a ten-year leas…

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”).

Entry into a Material Definitive Agreement. Senior Secured Notes Offering General On June 15, 2026, Stingray Compute LLC (“Stingray Compute” or the “Issuer”), a wholly-owned indirect subsidiary of Cipher Digital Inc. (“Cipher” or the “Company”), completed its previously announced private offering of 6.000% Senior Secured Notes due 2031 (the “notes”). 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-o…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On June 8, 2026, Cipher Digital Inc. (“Cipher” or the “Company”) issued a press release announcing that Stingray Compute LLC, its wholly-owned indirect subsidiary, priced its offering of $810.0 million aggregate principal amount of 6.000% senior secured notes due 2031 (the “Offering”) at a price equal to 99.750% of their principal amount. The Offering is expected to close on June 15, 2026, subject to customary closing conditions. The notes will only be sold to persons reasonably…

Other Events. On June 8, 2026, the Company issued a press release announcing the intention of Stingray Compute LLC, its wholly-owned indirect subsidiary, to offer, subject to market conditions and other factors, $810.0 million aggregate principal amount of senior secured notes due 2031 (the “Offering”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to non-U.S…

Results of Operations and Financial Condition. On May 5, 2026, Cipher Digital Inc. (the “Company”) announced its results for the first quarter ended March 31, 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”).

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. 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 (in such capacity, the “Administrative Agent”), collateral agent, lead left arranger, bookrunner and structuring agent, and Banco Santander, S.A., New York Branch, Goldman Sachs Len…

Results of Operations and Financial Condition. On February 24, 2026, Cipher Digital Inc. (the “Company”) announced its results for the fourth quarter and full year ended December 31, 2025. 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”).

Entry into a Material Definitive Agreement. Senior Secured Notes Offering General 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”). The notes were sold under a purchase agreement, dated as of February 4, 2026, entered into by and among the Company, Cipher Black Pearl…

Director — Thomas Duda: Appointment of Thomas Duda as a director.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On February 4, 2026, Cipher Mining Inc. (“Cipher” or the “Company”) issued a press release announcing that Black Pearl Compute LLC, its wholly-owned indirect subsidiary, priced its offering of $2.0 billion aggregate principal amount of 6.125% senior secured notes due 2031 (the “Offering”) at par. The Offering is expected to close on February 11, 2026, subject to market and other conditions. The notes will only be sold to persons reasonably believed to be qualified institutional…

Other Events. On February 3, 2026, the Company issued a press release announcing the intention of Black Pearl Compute LLC, its wholly-owned indirect subsidiary, to offer, subject to market conditions and other factors, $2.00 billion aggregate principal amount of senior secured notes due 2031 (the “Offering”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to n…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

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,…

Entry into a Material Definitive Agreement. On November 20, 2025, Cipher Barber Lake LLC (“Cipher Barber Lake”), a wholly owned indirect subsidiary of Cipher Mining Inc. (the “Company”), entered into an Amended and Restated Recognition Agreement (the “A&R Recognition Agreement”), which amends the previously announced Recognition Agreement (the “Original Recognition Agreement”), dated as of September 24, 2025, among Cipher Baker Lake, Fluidstack USA II Inc. (“Fluidstack”) and Google LLC (“Goog…