Cipher Digital Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
CIFR$6.53-4.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits.
| Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · From · File No · Exhibit · FilingDate | ||||||
| 2.1† | Agreement and Plan of Merger, dated as of March 4, 2021, by and among Good Works Acquisition Corp., Currency Merger Sub, Inc. and Cipher Mining Technologies Inc. | 8-K | 001-39625 | 2.1 | 3/5/21 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Cipher Mining Inc. | 8-K | 001-39625 | 3.1 | 2/24/26 | |
| 3.2 | Amended and Restated Bylaws of Cipher Digital Inc. | 8-K | 001-39625 | 3.2 | 2/24/26 | |
| 4.1 | Description of Capital Stock. | * | ||||
| 4.2 | Form of Debt Indenture | S-3ASR | 333-281908 | 4.4 | 9/3/24 | |
| 4.3 | Indenture, dated as of May 22, 2025, between Cipher Mining Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-39625 | 4.1 | 5/22/25 | |
| 4.4 | First Supplemental Indenture, dated as of May 22, 2025, between Cipher Mining Inc. and U.S. Bank Trust Company, National Association, as Trustee. | 8-K | 001-39625 | 4.2 | 5/22/25 | |
| 4.5 | Form of 1.75% Convertible Senior Note Due 2030 (included as Exhibit A to Exhibit 4.4). | 8-K | 001-39625 | 4.3 | 5/22/25 | |
| 4.6 | Warrant Agreement, by and between Cipher Mining Inc. and Google LLC, dated September 24, 2025. | 8-K | 001-39625 | 4.1 | 9/25/25 | |
| 4.7 | Amended and Restated Warrant Agreement, by and among Cipher Mining Inc. and Google LLC, dated November 20, 2025. | 8-K | 001-39625 | 4.1 | 11/20/25 | |
| 4.8 | Indenture, dated as of September 30, 2025, between Cipher Mining Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-39625 | 4.1 | 9/30/25 | |
| 4.9 | Form of certificate representing the 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). | 8-K | 001-39625 | 4.2 | 9/30/25 | |
| 4.10 | Indenture, dated as of November 13, 2025, among Cipher Compute LLC, Cipher Barber Lake LLC, Cipher Songbird LLC, and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes. | 8-K | 001-39625 | 4.1 | 11/13/25 | |
| 4.11 | Form of Note representing the 7.125% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.1). | 8-K | 001-39625 | 4.2 | 11/13/25 | |
| 4.12 | Supplemental Indenture, dated as of November 24, 2025, among Cipher Compute LLC, Cipher Barber Lake LLC, Cipher Songbird LLC, and Wilmington Trust, National Association, as trustee, relating to the 7.125% senior secured notes. | 8-K | 001-39625 | 4.1 | 11/24/25 | |
| 4.13 | Indenture, dated as of February 11, 2026, among Black Pearl Compute LLC, Cipher Black Pearl LLC, 11786 Wink LLC, Black Pearl Holdings LLC, and Wilmington Trust, National Association, as trustee, relating to the 6.125% senior secured notes. | 8-K | 001-39625 | 4.1 | 2/11/26 | |
| 4.14 | Form of Note representing the 6.125% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1). | 8-K | 001-39625 | 4.2 | 2/11/26 | |
| 10.1 | Amended and Restated Registration Rights Agreement among Good Works Acquisition Corp., Good Works Acquisition Corp.’ directors, Bitfury Top HoldCo and others, dated August 26, 2021 | 8-K | 001-39625 | 10.2 | 8/31/21 |
| 10.2# | Form of Indemnification and Advancement Agreement for Cipher Mining Inc. | S-4/A | 333-256115 | 10.16 | 6/15/21 |
| 10.3# | Form of Indemnification and Advancement Agreement for Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.17 | 6/15/21 |
| 10.4# | Cipher Mining Incentive Award Plan | 8-K | 001-39625 | 10.8 | 8/31/21 |
| 10.5# | Form of Cipher Mining Inc. Restricted Stock Grant Notice and Restricted Stock Agreement under Incentive Award Plan | 8-K | 001-39625 | 10.8(a) | 8/31/21 |
| 10.6# | Form of Cipher Mining Inc. Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Incentive Award Plan | 8-K | 001-39625 | 10.8(b) | 8/31/21 |
| 10.7# | Form of Cipher Mining Inc. Stock Option Grant Notice and Stock Option Agreement under Incentive Award Plan | 8-K | 001-39625 | 10.8(c) | 8/31/21 |
| 10.8 | Form of Cipher Mining Inc. Executive Officer Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Double Trigger) under Incentive Award Plan | 8-K | 001-39625 | 10.1 | 9/15/22 |
| 10.9 | Power Purchase Agreement, dated June 23, 2021, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.22 | 7/9/21 |
| 10.10 | First Amendment to the Power Purchase Agreement, dated July 9, 2021, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.23 | 7/9/21 |
| 10.11 | Second Amendment to the Power Purchase Agreement, dated February 28, 2022, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc. | 10-K | 001-39625 | 10.35 | 3/4/22 |
| 10.12 | Third Amendment to the Power Purchase Agreement, dated August 26, 2022, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc. | 8-K | 001-39625 | 10.1 | 9/1/22 |
| 10.13 | Fourth Amendment to the Power Purchase Agreement, dated August 23, 2023, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc. | 8-K | 001-39625 | 10.1 | 8/29/23 |
| 10.14 | Lease Agreement, dated June 29, 2021, by and between an affiliate of Luminant and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.24 | 7/9/21 |
| 10.15 | First Amendment to the Lease Agreement, dated July 9, 2021, by and between an affiliate of Luminant and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.25 | 7/9/21 |
| 10.16 | Second Amendment to the Lease Agreement, dated August 23, 2023, by and between an affiliate of Luminant and Cipher Mining Technologies Inc. | 8-K | 001-39625 | 10.2 | 8/29/23 |
| 10.17 | Purchase and Sale Agreement, dated June 28, 2021, by and between Vistra Operations Company LLC and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.26 | 7/9/21 |
| 10.18 | First Amendment to the Purchase and Sale Agreement, dated July 9, 2021, by and between Vistra Operations Company LLC and Cipher Mining Technologies Inc. | S-4/A | 333-256115 | 10.27 | 7/9/21 |
| 10.19# | Employment Agreement, dated as of May 11, 2021, by and between Tyler Page and Cipher Mining Technologies Inc. | S-4 | 333-256115 | 10.23 | 5/14/21 |
| 10.20# | Employment Agreement, dated as of May 11, 2021, by and between Edward Farrell and Cipher Mining Technologies Inc. | S-4 | 333-256115 | 10.24 | 5/14/21 | |
| 10.21# | Employment Agreement, dated as of May 11, 2021, by and between William Iwaschuk and Cipher Mining Technologies Inc. | S-4 | 333-256115 | 10.25 | 5/14/21 | |
| 10.22# | Employment Agreement, dated as of May 11, 2021, by and between Patrick Kelly and Cipher Mining Technologies Inc. | S-4 | 333-256115 | 10.26 | 5/14/21 | |
| 10.23# | Employment Agreement, dated as of October 6, 2025, by and between Gregory Mumford and Cipher Mining Inc. | * | ||||
| 10.24# | Consulting Services Agreement, dated as of October 6, 2025, by and between Edward Farrell and Cipher Mining Inc. | * | ||||
| 10.25# | Amended and Restated Non-Employee Directors Compensation Policy. | 10-Q | 001-39625 | 10.1 | 8/13/24 | |
| 10.26 | Amendment No. 1 to Controlled Equity OfferingSM Sales Agreement by and among Cipher Mining Inc. and Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC, dated March 6, 2024 | 8-K | 001-39625 | 1.1 | 3/6/24 | |
| 10.27 | Amended and Restated Controlled Equity OfferingSM Sales Agreement by and among Cipher Mining Inc. and Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC, Needham & Company, LLC, Keefe, Bruyette & Woods, Inc., Virtu Americas LLC and BTIG, LLC, dated September 3, 2024 | 8-K | 001-39625 | 1.1 | 9/4/24 | |
| 10.28† | Future Sales and Purchase Agreement, dated as of December 16, 2023, by and between Cipher Mining Infrastructure LLC and Bitmain Technologies Delaware Limited. | 10-K | 001-39625 | 10.36 | 3/5/24 | |
| 10.29 | Supplemental Agreement to the Future Sales and Purchase Agreement, dated June 5, 2024, by and between Cipher Mining Infrastructure LLC and Bitmain Technologies Delaware Limited | 10-Q | 001-39625 | 10.2 | 8/13/24 | |
| 10.30 | Amendment Agreement to the Future Sales and Purchase Agreement, dated July 10, 2024, by and between Cipher Mining Infrastructure LLC and Bitmain Technologies Delaware Limited | 10-Q | 001-39625 | 10.3 | 8/13/24 | |
| 10.31^ | Subscription Agreement, dated January 30, 2025, by and between Cipher Mining Inc. and Star Beacon LLC | 8-K | 001-39625 | 10.1 | 1/30/25 | |
| 10.32 | Registration Rights Agreement, dated January 30, 2025, by and between Cipher Mining Inc. and Star Beacon LLC | 8-K | 001-39625 | 10.2 | 1/30/25 | |
| 10.33†^ | Recognition Agreement, by and among Cipher Barber Lake LLC, Fluidstack USA II Inc. and Google LLC, dated September 24, 2025. | 8-K | 001-39625 | 10.1 | 9/25/25 | |
| 10.34 | Form of confirmation for the Capped Call Transactions. | 8-K | 001-39625 | 10.1 | 9/30/25 | |
| 10.35* | Amended and Restated Recognition Agreement, by and among Cipher Barber Lake LLC, Fluidstack USA II Inc. and Google LLC, dated November 20, 2025. | 8-K | 001-39625 | 10.1 | 11/20/25 | |
| 19.1 | Insider Trading Compliance Policy | * | ||||
| 21.1 | List of Subsidiaries of Cipher Digital Inc. | * | ||||
| 23.1 | Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm. | * | ||||
| 23.2 | Consent of Marcum LLP, Independent Registered Public Accounting Firm. | * |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a‑14(a)/15d‑14(a). | * |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a‑14(a)/15d‑14(a). | * |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | ** |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | ** |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * |
*Filed herewith.
**Furnished herewith.
†Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) non-material, (ii) is of the type that the registrant customarily and actually treats as private or confidential and (iii) would be competitively harmful if publicly disclosed.
^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted schedules or exhibits upon request by the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.