ORGANIZATION	9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Nature of operations Cipher Digital Inc. (“Cipher,” “CDI,” or the “Company”) is focused on the development and operation of industrial-scale data centers for high-performance compute (“HPC”) hosting and bitcoin mining. The Company has a 300 MW data center in Wink, Texas that draws power from the power grid (the “Black Pearl Facility”) that was used for bitcoin mining through February 2026, and in August 2026 commenced phased delivery to an HPC tenant. The Company is also in the process of constructing two other sites for HPC tenants, with the 300 MW Barber Lake Facility for Fluidstack USA II Inc. (“Fluidstack”), expecting phased commencement in the fourth quarter of 2026 and the 100 MW Stingray data center (the “Stingray Facility”) expecting commencement in 2027. The Company’s portfolio as of September 30, 2026 also consists of seven additional sites expected to be built out for HPC. The Company also operates one wholly owned bitcoin mining data center, a 207 MW site located in Odessa, Texas that draws fixed priced power from a power purchase agreement with its electricity provider (the “Odessa Facility”). Risks and uncertainties Liquidity and capital resources The Company has historically experienced net losses and negative cash flows from operations; however, proceeds from sales of bitcoin are categorized as cash flows from investing activities to the extent bitcoin is sold after seven days from receipt. As of September 30, 2026, the Company had approximate balances of Cash and cash equivalents of $656.0 million, working capital of $1,016.8 million, Total stockholders’ equity of $600.3 million and an Accumulated deficit of $1,353.9 million. The Company uses a combination of short-term and long-term financing arrangements, proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, and strategic sales of shares through “at-the-market” offerings to support its operating expenses and capital expenditures. The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company’s balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $283.2 million of cash was used in operating activities during the nine months ended September 30, 2026. During the nine months ended September 30, 2026, the Company sold bitcoin for proceeds of approximately $168.9 million. The Company paid approximately $2,517.2 million for property and equipment primarily related to the build-out of various facilities. The Company has a master loan agreement with Coinbase Credit, Inc., as Lender, and Coinbase, Inc., as Lending Service Provider (the “Coinbase Master Loan Agreement”). Pursuant to the master loan agreement, the Company has a secured line of credit, with capacity to be determined, subject to credit review (the “Coinbase Overnight Credit Facility”). The borrowings are collateralized by bitcoin transferred to the Lending Service Provider’s platform. On May 22, 2025, the Company issued $172.5 million of principal amount of convertible notes due in 2030 with an interest rate of 1.75% (the “2030 Convertible Notes”). The 2030 Convertible Notes are senior, unsecured obligations with interest due semiannually on May 15 and November 15 each year beginning on November 15, 2025. On October 16, 2026, the Company exchanged approximately $165.9 million of principal amount of the 2030 Convertible Notes for approximately 40.7 million shares of the Company’s common stock. Following this exchange, approximately $6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding. On September 30, 2025, the Company issued $1,300.0 million of principal amount of convertible notes due in 2031 with an interest rate of 0.00% (the “2031 Convertible Notes”). The 2031 Convertible Notes are senior, unsecured obligations. On March 23, 2026, the Company entered into a $200.0 million revolving credit facility (the “Revolving Credit Facility”) with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent, and a syndicate of lenders. The Revolving Credit Facility also provides for an additional accordion option of up to $50.0 million. The Revolving Credit Facility matures on March 23, 2030 (the fourth anniversary of the closing date); provided, however, that if any of the 2030 Convertible Notes (or certain refinancing indebtedness in respect thereof) are outstanding on the date that is 91 days prior to the maturity date thereof, the maturity date of the Revolving Credit Facility will spring to such earlier date (the “Springing Maturity Date”). On October 16, 2026, the Company issued $850.0 million aggregate principal amount of 0.00% convertible senior notes due in 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes are senior, unsecured obligations of the Company and will mature on November 1, 2032, unless earlier repurchased or converted. Refer to Note 21, Subsequent Events for additional information. Refer to Note 14. Debt for more details on all debt arrangements. Management believes that the Company’s existing financial resources, ability to obtain project level financing, projected cash and bitcoin inflows from its data centers, ability to sell bitcoin received or earned, and its intent and ability to sell common stock through at-the-market offerings will be sufficient to enable the Company to meet its operating and capital requirements for at least 12 months from the date these condensed consolidated financial statements are issued.

Cipher Digital Inc. (“Cipher,” “CDI,” or the “Company”) is focused on the development and operation of industrial-scale data centers for high-performance compute (“HPC”) hosting and bitcoin mining. The Company has a 300 MW data center in Wink, Texas that draws power from the power grid (the “Black Pearl Facility”) that was used for bitcoin mining through February 2026, and in August 2026 commenced phased delivery to an HPC tenant. The Company is also in the process of constructing two other sites for HPC tenants, with the 300 MW Barber Lake Facility for Fluidstack USA II Inc. (“Fluidstack”), expecting phased commencement in the fourth quarter of 2026 and the 100 MW Stingray data center (the “Stingray Facility”) expecting commencement in 2027. The Company’s portfolio as of September 30, 2026 also consists of seven additional sites expected to be built out for HPC. The Company also operates one wholly owned bitcoin mining data center, a 207 MW site located in Odessa, Texas that draws fixed priced power from a power purchase agreement with its electricity provider (the “Odessa Facility”).

The Company has historically experienced net losses and negative cash flows from operations; however, proceeds from sales of bitcoin are categorized as cash flows from investing activities to the extent bitcoin is sold after seven days from receipt. As of September 30, 2026, the Company had approximate balances of Cash and cash equivalents of $656.0 million, working capital of $1,016.8 million, Total stockholders’ equity of $600.3 million and an Accumulated deficit of $1,353.9 million. The Company uses a combination of short-term and long-term financing arrangements, proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, and strategic sales of shares through “at-the-market” offerings to support its operating expenses and capital expenditures.

The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company’s balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $283.2 million of cash was used in operating activities during the nine months ended September 30, 2026.

During the nine months ended September 30, 2026, the Company sold bitcoin for proceeds of approximately $168.9 million. The Company paid approximately $2,517.2 million for property and equipment primarily related to the build-out of various facilities.

The Company has a master loan agreement with Coinbase Credit, Inc., as Lender, and Coinbase, Inc., as Lending Service Provider (the “Coinbase Master Loan Agreement”). Pursuant to the master loan agreement, the Company has a secured line of credit, with capacity to be determined, subject to credit review (the “Coinbase Overnight Credit Facility”). The borrowings are collateralized by bitcoin transferred to the Lending Service Provider’s platform.

On May 22, 2025, the Company issued $172.5 million of principal amount of convertible notes due in 2030 with an interest rate of 1.75% (the “2030 Convertible Notes”). The 2030 Convertible Notes are senior, unsecured obligations with interest due semiannually on May 15 and November 15 each year beginning on November 15, 2025. On October 16, 2026, the Company exchanged approximately $165.9 million of principal amount of the 2030 Convertible Notes for approximately 40.7 million shares of the Company’s common stock. Following this exchange, approximately $6.6 million aggregate principal amount of the 2030 Convertible Notes remains outstanding.

On September 30, 2025, the Company issued $1,300.0 million of principal amount of convertible notes due in 2031 with an interest rate of 0.00% (the “2031 Convertible Notes”). The 2031 Convertible Notes are senior, unsecured obligations.

On March 23, 2026, the Company entered into a $200.0 million revolving credit facility (the “Revolving Credit Facility”) with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent, and a syndicate of lenders. The Revolving Credit Facility also provides for an additional accordion option of up to $50.0 million. The Revolving Credit Facility matures on March 23, 2030 (the fourth anniversary of the closing date); provided, however, that if any of the 2030 Convertible Notes (or certain refinancing indebtedness in respect thereof) are outstanding on the date that is 91 days prior to the maturity date thereof, the maturity date of the Revolving Credit Facility will spring to such earlier date (the “Springing Maturity Date”).

On October 16, 2026, the Company issued $850.0 million aggregate principal amount of 0.00% convertible senior notes due in 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes are senior, unsecured obligations of the Company and will mature on November 1, 2032, unless earlier repurchased or converted. Refer to Note 21, Subsequent Events for additional information.

Management believes that the Company’s existing financial resources, ability to obtain project level financing, projected cash and bitcoin inflows from its data centers, ability to sell bitcoin received or earned, and its intent and ability to sell common stock through at-the-market offerings will be sufficient to enable the Company to meet its operating and capital requirements for at least 12 months from the date these condensed consolidated financial statements are issued.