Cipher Digital Inc.

Item 5. Other Information.

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

Amended and Restated Executive Officer Employment Agreements

On August 4, 2026, we entered into amended and restated employment agreements (the “Employment Agreements”) with each of our executive officers, including Tyler Page, Chief Executive Officer; William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary; Patrick Kelly, Co-President and Chief Operating Officer, and Gregory Mumford, Chief Financial Officer (collectively, the “Executives”). The Employment Agreements supersede and replace each of the Executives’ prior employment agreements entered into with us.

The Employment Agreements provide for an initial three-year term with automatic one-year renewal periods unless either party gives written notice of non-renewal at least ninety (90) days prior to the end of the then applicable term; provided, however, that we may not deliver a notice of non-renewal to the Executives during the twenty-four (24) month period following a Change in Control (as defined in the Cipher Mining Inc. 2021 Incentive Award Plan, as amended from time to time, the “Incentive Award Plan”) (such period, the “CIC Period”). The Employment Agreements provide that Messrs. Page, Iwaschuk, Kelly and Mumford will receive an annual base salary of $1,000,000, $600,000, $600,000 and $500,000, respectively, which may be increased (but not decreased) from time to time by the Compensation Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion. In addition, Messrs. Page, Iwaschuk, Kelly and Mumford are eligible to earn a discretionary annual cash performance bonus under our applicable bonus plan, with a target annual bonus opportunity equal to 125%, 100%, 100% and 75% of each of their respective base salaries, which target amount may be increased (but not decreased) by the Compensation Committee in its sole discretion, subject to each Executive’s continued employment through the applicable payment date. The Employment Agreements also provide that the Executives are eligible to participate in the Incentive Award Plan, subject to the terms thereof and any applicable award agreement thereunder, and are eligible to participate in all employee benefit plans offered to similarly situated employees of the Company.

If an Executive is terminated by us without Cause, resigns for Good Reason (in each case, as defined in the Employment Agreement), or if we deliver a notice of non-renewal to such Executive, in each case, outside of the CIC Period, then subject to the execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants to which such Executive is bound, such Executive will be entitled to receive, in addition to any accrued amounts: (i) continued payment of his annual base salary for a period of twelve (12) months following termination; (ii) a pro-rated annual bonus to which such Executive would have been entitled to for the fiscal year in which termination occurs, based on actual performance and pro-rated for the number of days employed during such year; and (iii) continued coverage under the Company’s group health plans at the same cost to such Executive as if his employment had not been terminated, for a period of twelve (12) months following termination (or, if such continuation is not feasible under the applicable plans or would result in adverse tax consequences, a monthly cash payment in lieu thereof for the remainder of such period). For purposes of the Employment Agreements, “Good Reason” includes (i) a material diminution of the Executive’s position, authority, duties or responsibilities, (ii) a material reduction of the Executive’s then-current base salary, or if during the CIC Period, any reduction in base salary, target annual bonus or long-term incentive compensation, (iii)

a relocation of the Executive’s principal place of employment by more than fifty (50) miles from its then-current location or (iv) the Company’s material breach of the Employment Agreement.

If an Executive is terminated by us without Cause or resigns for Good Reason during the CIC Period, then subject to the execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants, such Executive will be entitled to receive, in addition to any accrued amounts: (i) a lump-sum payment equal to two (2) times (or in the case of Mr. Page, three (3) times) the sum of his annual base salary and target annual bonus; (ii) a pro-rated annual bonus calculated based on his target annual bonus for the fiscal year in which termination occurs, pro-rated for the number of days employed during such year; and (iii) continued group health coverage for a period of eighteen (18) months following termination (or the monthly cash equivalent thereof). If the foregoing payments and benefits provided to an Executive would be subject to Section 280G and Section 4999 of the Internal Revenue Code, as amended (the “Code”), then such payments and benefits will be reduced to the extent necessary to avoid the imposition of any excise tax under Section 280G or Section 4999 of the Code, but only if the after-tax value of the reduced payments would be greater than or equal to the after-tax value of the unreduced payments (after accounting for the excise tax).

Pursuant to the Employment Agreements, the Executives are subject to confidentiality and certain other restrictive covenants, including a one-year post-employment non-competition covenant (applicable to the business of developing and operating industrial-scale data centers for hyperscaler tenants and other high performance computing workloads, and any other business that competes with the products or services of the Company as of the date of termination) and one-year post-employment employee and customer non-solicitation covenants.

The foregoing descriptions of the Employment Agreements are not intended to be complete and are qualified in their entirety by reference to the Employment Agreements, which are filed as exhibits 10.1, 10.2, 10.3 and 10.4 hereto.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

(c) Insider trading arrangements and policies.

Our officers and directors from time to time may adopt trading plans to transact in our common stock for a variety of reasons, including tax considerations, investment diversification, or other personal reasons. During the three months ended June 30, 2026, certain of our officers and directors adopted a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (each such plan, a “Rule 10b5-1 Plan”), as described below. On May 5, 2026, Patrick Kelly, Co-President and Chief Operating Officer, terminated a Rule 10b5-1 Plan, which covered the sale of up to 289,271 shares of our common stock until May 28, 2027. On May 11, 2026, William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 Plan, which covers the sale of up to 500,000 shares of our common stock until May 6, 2027. On May 13, 2026, Patrick Kelly, Co-President and Chief Operating Officer, adopted a Rule 10b5-1 Plan, which covers the sale of up to 329,272 shares of our common stock during the period beginning on August 12, 2026 until August 10, 2027.

No other directors or “officers” (as defined in Section 16a-1(f) of the Exchange Act)adopted, terminated, or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended June 30, 2026.