SEC Form 10-Q filed by Cipher Mining Inc.

11/3/25 9:07:12 AM ET

Finance: Consumer Services

Finance

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cifr-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________________________________________________________________________

FORM 10-Q

_______________________________________________________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________.

Commission File Number: 001-39625

________________________________________________________________________________________________________________

Cipher Mining Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________________________________________________________________________________


Delaware			85-1614529
(State or other jurisdiction of incorporation or organization)			(I.R.S. 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

Former name, former address and former fiscal year, if changed since last report: N/A

________________________________________________________________________________________________________________

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 share

CIFR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share

CIFRW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 31, 2025, the registrant had 395,092,054 shares of Common Stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

PART II.	OTHER INFORMATION	49

Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	56
Signatures		58

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report, other than statements of historical fact, including, without limitation, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, our bitcoin mining and high-performance compute (“HPC”) data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operation of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. The forward-looking statements in this Quarterly Report are only predictions and are largely based on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following:

•We operate in a rapidly evolving industry and have an evolving business model and strategy, which includes our increasing focus on diversification into constructing and operating data centers for HPC companies, as well as bitcoin mining.

•The cash flow we generate from leasing facilities will depend on the tenant’s ability to perform its lease obligations, and any payment default or insolvency of a tenant could adversely affect our business.

•Our ability to mitigate Fluidstack’s credit risk depends on Google’s performance under the Recognition Agreement, and there is no assurance that Google will elect remedies that are favorable to our business in the event of Fluidstack’s default under the Fluidstack Lease.

•If we fail to grow our hashrate, we may be unable to compete, and our results of operations could suffer.

•The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.

•We may face several risks due to disruptions in the digital asset markets, including but not limited to, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of digital assets.

•Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could adversely affect our business, financial condition and results of operations.

•Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators are exploring means of managing grid stability and some proposed solutions may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, increase taxes on the purchase of electricity used to mine bitcoin, or even fully or partially ban mining operations.

•Our operations are geographically concentrated and, thus, are particularly exposed to the performance of our data centers located in Texas and changes in the regulatory environment, market conditions and natural disasters in Texas.

•We depend on third parties, including electric grid operators, electric utility providers and manufacturers of certain critical and specialized equipment, and rely on components and raw materials that may be subject to price fluctuations or shortages, including application-specific integrated circuit (“ASIC”) chips that have been subject to periods of significant shortage and high innovation pace.

•We may be affected by price fluctuations in the wholesale and retail power markets.

•We are vulnerable to severe weather conditions and natural disasters, including severe heat, winter weather events, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents or mechanical failures, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

•Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation.

•If we or our third-party providers fail to protect confidential information and/or experience cybersecurity incidents, such as cyber-attacks, data breaches, hacking attacks or malware, there may be disruptions to our operations, triggering significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.

•The value of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity.

•There is a potential that, in the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.

•Regulatory changes or actions may restrict the use of bitcoin in a manner that adversely affects our business, prospects or operations.

•Our sources of revenue are dependent on bitcoin and the Bitcoin ecosystem, which can be highly volatile.

•Any potential use of emerging technologies like artificial intelligence, machine learning and generative artificial intelligence could lead to unintended consequences and result in reputational harm and litigation.

•We have identified a material weakness in our internal control over financial reporting which, if not timely remediated, may adversely affect the accuracy and reliability of our future financial statements, and our reputation, business and the price of our common stock, as well as may lead to a loss of investor confidence in us.

•The important factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025 (the “2024 Form 10-K”), as updated in our subsequent Quarterly Reports on Form 10-Q and any additional risks as described in our other reports filed with the SEC.

The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

Our corporate website address is https://www.ciphermining.com (“Corporate Website”). The contents of, or information accessible through, our Corporate Website are not part of this Quarterly Report.

The Company maintains a dedicated investor website at https://investors.ciphermining.com/investors (“Investors’ Website”) which is similarly not part of this Quarterly Report. We make our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and all amendments to those reports, available free of charge on our Investors’ Website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC.

We may use our Investors’ Website as a distribution channel of material information about the Company including through press releases, investor presentations, sustainability reports, and notices of upcoming events. We intend to utilize our Investors’ Website as a channel of distribution to reach public investors and as a means of disclosing material non‑public information for complying with disclosure obligations under Regulation FD.

Any reference to our Corporate Website or Investors’ Website addresses do not constitute incorporation by reference of the information contained on or available through those websites, and you should not consider such information to be a part of this Quarterly Report or any other filings we make with the SEC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

(unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	1,207,440	$	5,585
Accounts receivable	696		596
Receivables, related party	308		2,090
Prepaid expenses and other current assets	3,966		3,387
Bitcoin	170,303		92,651
Receivable for bitcoin collateral	-		32,248
Derivative asset	36,766		31,648
Total current assets	1,419,479		168,205
Restricted cash	13,779		14,392
Property and equipment, net	649,877		480,865
Deposits on equipment	7,683		38,872
Intangible assets, net	9,425		8,881
Investment in equity investees	42,289		53,908
Derivative assets	121,664		54,022
Operating lease right-of-use asset	11,867		12,561
Security deposits	12,045		19,782
Other noncurrent assets	552,758		3,958
Total assets	$	2,840,866	$	855,446
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	12,462	$	22,699

Accrued expenses and other current liabilities	37,549		69,824
Finance lease liability, current portion	4,123		3,798
Operating lease liability, current portion	3,523		3,127
Warrant liability	512,590		-
Short-term borrowings	-		32,330
Total current liabilities	570,247		131,778
Long-term borrowings, net	1,023,075		-
Derivative liability	414,320		-
Asset retirement obligations	32,903		20,282
Finance lease liability	4,197		7,331
Operating lease liability	9,058		9,833
Deferred tax liability	3,871		4,269
Total liabilities	2,057,671		173,493
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2025, and December 31, 2024	-		-
Common stock, $0.001 par value, 500,000,000 shares authorized, 395,488,396 and 361,432,449 shares issued as of September 30, 2025 and December 31, 2024, respectively, and 393,602,553 and 350,783,817 shares outstanding as of September 30, 2025, and December 31, 2024, respectively	395		361
Additional paid-in capital	1,052,253		863,015
Accumulated deficit	(269,451)		(181,412)
Treasury stock, at par, 1,885,843 and 10,648,632 shares at September 30, 2025 and December 31, 2024, respectively	(2)		(11)
Total stockholders’ equity	783,195		681,953
Total liabilities and stockholders’ equity	$	2,840,866	$	855,446

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue - bitcoin mining	$	71,707	$	24,102	$	164,231	$	109,047
Costs and operating (expenses) income
Cost of revenue	(26,733)		(15,063)		(56,957)		(44,164)
Compensation and benefits	(14,445)		(14,738)		(44,407)		(44,058)
General and administrative	(8,167)		(8,919)		(26,196)		(23,362)
Depreciation and amortization	(59,549)		(28,636)		(147,102)		(66,131)
Change in fair value of power purchase agreement	(9,030)		(48,520)		(17,180)		(19,181)
Power sales	2,335		1,444		4,702		3,726
Equity in (losses) income of equity investees	(1,479)		847		(8,472)		1,008
Unrealized gains (losses) on fair value of bitcoin	108		(22,156)		(2,927)		(2,778)
Realized gains on sale of bitcoin	7,535		20,245		16,092		25,114
Other operating gains (losses)	101		-		(2,732)		-
Total costs and operating expenses	(109,324)		(115,496)		(285,179)		(169,826)
Operating loss	(37,617)		(91,394)		(120,948)		(60,779)
Other income (expense)
Interest income	457		1,188		943		3,027
Interest expense	(1,286)		(346)		(3,200)		(1,118)
Change in fair value of warrant liability	31,860		-		31,860		250
Other income (expense)	3,000		(4)		4,064		(1,235)
Total other income	34,031		838		33,667		924
Loss before taxes	(3,586)		(90,556)		(87,281)		(59,855)
Current income tax benefit (expense)	767		(211)		(1,157)		(932)
Deferred income tax benefit (expense)	(464)		4,013		399		(1,358)
Total income tax benefit (expense)	303		3,802		(758)		(2,290)
Net loss	$	(3,283)	$	(86,754)	$	(88,039)	$	(62,145)
Loss per share - basic and diluted	$	(0.01)	$	(0.26)	$	(0.23)	$	(0.20)

Weighted average shares outstanding - basic	393,191,623		332,680,037		376,372,526		314,820,110
Weighted average shares outstanding - diluted	393,191,623		332,680,037		376,372,526		314,820,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except for share amounts)

(unaudited)

Three Months Ended September 30, 2025


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of June 30, 2025	388,123,588	$	388	$	1,014,685	$	(266,168)	(1,365,042)	$	(1)	$	748,904
Issuance of common shares, net of offering costs - At-the-market offering	6,000,000	6		31,725		-		-	-		31,731
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	1,364,763	1		(2,970)		-		(520,801)	(1)		(2,970)
Warrants exercised	45	-		1		-		-	-		1
Share-based compensation	-	-		8,812		-		-	-		8,812
Net loss	-	-		-		(3,283)		-	-		(3,283)
Balance as of September 30, 2025	395,488,396	$	395	$	1,052,253	$	(269,451)	(1,885,843)	$	(2)	$	783,195

Three Months Ended September 30, 2024


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of June 30, 2024	335,557,872	$	336	$	802,610	$	(112,168)	(6,941,446)	$	(7)	$	690,771
Issuance of common shares, net of offering costs - At-the-market offering	17,953,378	18		61,273		-		-	-		61,291
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	2,259,988	2		(3,529)		-		(1,029,606)	(1)		(3,528)

Share-based compensation	-	-		10,211		-		-	-		10,211
Net loss	-	-		-		(86,754)		-	-		(86,754)
Balance as of September 30, 2024	355,771,238	$	356	$	870,565	$	(198,922)	(7,971,052)	$	(8)	$	671,991

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except for share amounts)

(unaudited)

Nine Months Ended September 30, 2025


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of December 31, 2024	361,432,449	$	361	$	863,015	$	(181,412)	(10,648,632)	$	(11)	$	681,953
Issuance of common shares, net of offering costs - At-the-market offering	29,334,701	29		117,367		-		-	-		117,396
Treasury stock reissued for PIPE Investment	-	-		49,990		-		10,438,413	10		50,000
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	4,721,201	5		(5,950)		-		(1,675,624)	(1)		(5,946)
Warrants exercised	45	-		1		-		-	-		1
Share-based compensation	-	-		27,830		-		-	-		27,830
Net loss	-	-		-		(88,039)		-	-		(88,039)
Balance as of September 30, 2025	395,488,396	$	395	$	1,052,253	$	(269,451)	(1,885,843)	$	(2)	$	783,195

Nine Months Ended September 30, 2024


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of December 31, 2023	296,276,536	$	296	$	627,822	$	(136,777)	(5,318,674)	$	(5)	$	491,336

Issuance of common shares, net of offering costs - At-the-market offering	52,825,758	53		221,642		-		-	-		221,695
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	6,668,944	7		(10,764)		-		(2,652,378)	(3)		(10,760)
Share-based compensation	-	-		31,865		-		-	-		31,865
Net income	-	-		-		(62,145)		-	-		(62,145)
Balance as of September 30, 2024	355,771,238	$	356	$	870,565	$	(198,922)	(7,971,052)	$	(8)	$	671,991

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(88,039)	$	(62,145)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	146,503		65,661
Amortization of intangible assets	599		470
Amortization of operating right-of-use asset	1,205		888
Share-based compensation	27,830		31,865
Equity in losses (gains) of equity investees	8,472		(1,008)
Loss on disposal of assets	666		-
Non-cash lease expense	817		429
Other operating activities	-		(1,235)
Income taxes	(399)		1,358
Non-cash consideration received for services	(164,131)		(109,443)
Change in fair value of derivative assets	9,921		19,181
Change in fair value of warrant liability	(31,860)		(250)
Change in fair value of bitcoin collateral	(5,731)		-
Change in fair value of bitcoin loan	782		-
Unrealized loss on fair value of bitcoin	2,927		2,778
Realized gains on sale of bitcoin	(16,092)		(25,114)
Changes in assets and liabilities:
Accounts receivable	(100)		396
Receivables, related party	1,782		186
Prepaid expenses and other current assets	(579)		182
Security deposits	7,737		16,851
Other non-current assets	(4,350)		(210)
Accounts payable	(13,969)		565
Accounts payable, related party	-		62
Accrued expenses and other liabilities	(36,626)		-
Lease liabilities	(871)		-
Net cash used in operating activities	(153,506)		(58,533)
Cash flows from investing activities
Proceeds from sale of bitcoin	150,226		79,785
Deposits on equipment	(934)		(135,262)
Purchases of property and equipment	(262,035)		(92,373)
Purchases and development of software	(1,143)		(1,059)
Investment in equity investees	(17,568)		(29,194)
Purchase of strategic contracts	-		(17,044)
Net cash used in investing activities	(131,454)		(195,147)
Cash flows from financing activities
Proceeds from treasury stock reissued for PIPE investment	50,000		-
Proceeds from the issuance of common stock	118,850		225,181
Offering costs paid for the issuance of common stock	(1,453)		(3,487)
Proceeds from issuance of convertible notes, net of issuance costs	1,437,395		-
Purchase of capped call options	(82,680)		-
Repurchase of common shares to pay employee withholding taxes	(7,285)		(10,760)
Principal payments on loan	(25,000)		-
Principal payments on financing lease	(3,625)		(3,625)
Net cash provided by financing activities	1,486,202		207,309
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,201,242		(46,371)
Cash, cash equivalents, and restricted cash, beginning of the period	$	19,977	$	86,105
Cash and cash equivalents, and restricted cash, end of the period	$	1,221,219	$	39,734

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Supplemental disclosure of non-cash investing and financing activities
Issuance of warrant liability	$	544,450	$	-
Bitcoin transferred for rehypothecated collateral	$	31,720	$	-
Reclassification of deposits on equipment to property and equipment	$	31,453	$	21,502
Bitcon loan payments	$	26,986	$	-
Bitcoin received from equity investees	$	20,714	$	10,487
Bitcon received as a loan	$	16,551	$	-
Initial estimate of asset retirement obligation and related capitalized costs	$	10,743	$	-
Property and equipment purchases in accounts payable and accrued expenses	$	7,708	$	17,422
Sales tax accrual on machines placed in service	$	2,363	$	1,388
Treasury stock reissued for PIPE investment	$	10	$	-
Right-of-use asset obtained in exchange for finance lease liability	$	-	$	4,375
Settlement of related party payable related to master services and supply agreement	$	-	$	1,554

The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Consolidated Balance Sheets to the sum of the same such amounts shown in the Consolidated Statements of Cash Flows.


	September 30,
	2025		2024
Cash and cash equivalents	$	1,207,440	$	25,342
Restricted cash	13,779		14,392
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	1,221,219	$	39,734

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. ORGANIZATION

Nature of operations

Cipher Mining Inc. (“Cipher” or the “Company”) is focused on the development and operation of industrial-scale data centers for bitcoin mining and high-performance compute (“HPC”) hosting. The Company operates two wholly-owned bitcoin mining data centers, 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”), and a 300 MW data center in Wink, Texas that draws power from the power grid (the “Black Pearl Facility”) and has equity investments in three partially-owned joint venture bitcoin mining data centers. The Company’s portfolio as of September 30, 2025 also includes three wholly-owned sites which have not commenced operations, and options to acquire three additional wholly-owned sites.

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 of receipt. As of September 30, 2025, the Company had approximate balances of cash and cash equivalents of $1.2 billion, working capital of $849.2 million, total stockholders’ equity of $783.2 million and an accumulated deficit of $269.5 million. The Company uses a combination of proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, short-term and long-term financing arrangements, 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 $153.5 million of cash was used for operating activities during the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Company sold bitcoin for proceeds of approximately $150.2 million, paid approximately $0.9 million for deposits on equipment primarily related to new miner purchases, and paid approximately $262.0 million for property and equipment primarily related to the build-out of the Black Pearl Facility.

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 up to $25.0 million (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 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.

Refer to Note 14. Debt for more details on all debt arrangements.

Management believes that the Company’s existing financial resources, combined with projected cash and bitcoin inflows from its data centers, its 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 MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated.

Certain prior year amounts have been reclassified for consistency with the current period presentation. Effective for the year ended December 31, 2024, the Company changed the presentation of its consolidated statement of operations to separately disclose Unrealized gains (losses) on fair value of bitcoin and Realized gains on sale of bitcoin. The Company believes this presentation provides increased transparency on the nature of the respective financial statement line items. As a result, the Company reported $22.2 million and $20.2 million as Unrealized losses on fair value of bitcoin and Realized gains on sale of bitcoin, respectively, for the three months ended September 30, 2024 and $2.8 million and $25.1 million as Unrealized loss on fair value of bitcoin and Realized gains on sale of bitcoin, respectively, for the nine months ended September 30, 2024, which were previously reported aggregated in Gains on fair value of bitcoin.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuation of its level 3 asset and liabilities, capped calls, useful lives of property and equipment, asset retirement obligations and the valuation allowance associated with the Company’s deferred tax assets, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Unaudited condensed consolidated financial statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, these unaudited condensed consolidated financial statements reflect all adjustments, which consist of only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. These unaudited condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

A detailed description of the Company’s significant accounting policies is included in the Company’s 2024 Form 10-K. The Company’s unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes in the Company’s 2024 Form 10-K. There have been no material changes in the information disclosed in the notes to the Company’s audited consolidated financial statements included in the Company’s 2024 Form 10-K.

Revenue recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes revenue on the same day that the control of the contracted service of providing hashrate transfers to the mining pool operator, which is the same day as contract inception. The noncash consideration received in the form of bitcoin is measured at 0:00:00 Coordinated Universal Time (“UTC”) using the Company’s principal market for bitcoin.

The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given the terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with a contract that continuously renews throughout the day.

Segment information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company currently has one operating segment, Bitcoin Mining, which through operations produces bitcoin to generate revenue. The Chief Operating Decision Maker (“CODM”) for the Company consists of the chief executive officer (“CEO”), and chief financial officer (“CFO”). The CODM reviews the performance of its segment primarily based on operating income when deciding on allocating resources between reinvesting in Bitcoin Mining or exploring alternative deployment of resources.

Restricted cash

Restricted cash represents amounts pledged as collateral to Luminant ET Services Company LLC (“Luminant”, and Vistra Operations Company, LLC (“Vistra”), a Luminant affiliate, primarily related to the Luminant Power Agreement (defined below in Note 4. Derivative Asset). The collateral restrictions related to the Luminant Power Agreement will lapse upon termination of the agreement.

Long-term borrowings, net

Long-term borrowings, net represents the Company’s convertible senior notes. The Company records the aggregate principal amount of each of its long-term debt instruments as a liability on the balance sheet, offset by the instrument’s issuance costs. The issuance costs are amortized to interest expense using the effective interest rate method over the expected term of each instrument. For the Company’s convertible notes due in 2031, the Company determined the embedded conversion feature did not meet the criteria for equity classification and therefore needs to be accounted for as a derivative liability measured at fair value.

Earnings per share

Basic earnings (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potentially dilutive common shares consist of the Company’s outstanding warrants to purchase Common Stock, Common Stock to settle convertible notes, as well as unvested restricted stock units (“RSUs”).

The dilutive effect of RSUs is calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

The Company’s potentially dilutive common shares have been excluded from the computation of diluted net loss per common share when the effect would be to reduce the net loss per common share, or increase the net income per common share.

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following is a reconciliation of the numerator and denominator of the diluted earnings (loss) per share computations for the periods indicated below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Basic and diluted loss per share:
Net loss	$	(3,283)	$	(86,754)	$	(88,039)	$	(62,145)

Weighted average shares outstanding - basic	393,191,623		332,680,037		376,372,526		314,820,110
Add:
RSUs	-		-		-		-
Weighted average shares outstanding - diluted	393,191,623		332,680,037		376,372,526		314,820,110


Net loss per share - basic and diluted	$	(0.01)	$	(0.26)	$	(0.23)	$	(0.20)

The following table presents the common share equivalents that are excluded from the computation of diluted earnings (loss) per common share at September 30, 2025 and 2024, because including them would have been antidilutive.


	September 30,
	2025	2024
Public warrants	8,613,935	8,613,980
Unvested RSUs	25,691,978	21,479,801
2030 Note conversion	50,438,686	—
	84,744,599	30,093,781

The 2031 Convertible Notes, described in more detail in Note 14. Debt, and the warrants issued to Google LLC (“Google”) described in more detail in Note 16. Warrants, are excluded from the computation of antidilutive shares as of September 30, 2025 due to the lack of available shares authorized for issuance available for the Company to settle these instruments in shares.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The Company adopted this standard on January 1, 2025 and it did not have a significant impact on its condensed consolidated financial statements.

Recently issued accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on its condensed consolidated financial statements.

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 3. BITCOIN

The following table presents information about the Company’s bitcoin (in thousands):


	For the Nine Months Ended September 30,
	2025		2024
Opening balance	$	92,651	$	32,978
Bitcoin received from equity investees	20,714		10,487
Bitcoin received from mining activities	139,858		109,443
Bitcoin received from loan	16,551		-
Bitcoin loan payments	(140)		-
Proceeds from sales of bitcoin	(150,226)		(79,785)
Realized gains on sales of bitcoin, net(1)	16,092		25,114
Unrealized losses on bitcoin(2)	(2,927)		(2,778)
Realized loss on bitcoin transferred to collateral, net(3)	(3,195)		-
Bitcoin transferred from collateral, net	40,925		-
Ending balance	$	170,303	$	95,459
(1) Realized losses from sale of bitcoin were immaterial in all periods presented.
(2) Unrealized gains from sale of bitcoin were immaterial in all periods presented.
(3) Realized loss on bitcoin transferred to collateral, net is classified under other income (expense) on the condensed consolidated statement of operations

The Company held approximately 1,493 and 994 bitcoin at September 30, 2025, and December 31, 2024, respectively. The associated fair values and cost bases of bitcoin held were $170.3 million, and $160.4 million, respectively, at September 30, 2025, and $92.7 million, and $79.8 million, respectively at December 31, 2024. Fair value of bitcoin is estimated using the closing price at 23:59:59 UTC in the Company’s principal market, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). The Company accounts for bitcoin on a first-in-first-out (“FIFO”) basis.

As of September 30, 2025, the Company had no bitcoin pledged as collateral related to the Coinbase Overnight Credit Facility. As of December 31, 2024, the Company had 345 bitcoin with a fair value of $32.2 million pledged as collateral related to the Coinbase Overnight Credit Facility. Restrictions on this bitcoin pledged as collateral lapse upon repayment of the outstanding balance drawn on this facility. The collateral pledged related to the Coinbase Overnight Credit Facility can be rehypothecated and therefore is derecognized from the Company’s ending bitcoin balance, and recorded in Receivable for bitcoin collateral on the Company’s condensed consolidated balance sheet. Any difference in cost basis of the bitcoin transferred is recorded in Realized gains on sale of bitcoin on the Company’s consolidated statement of operations.

Additionally, the Company may pledge bitcoin as collateral related to bitcoin trading strategies. As of September 30, 2025, and December 31, 2024 the Company had no bitcoin pledged as part of trading strategies.

NOTE 4. DERIVATIVE ASSETS

Luminant Power Agreement

On June 23, 2021, the Company entered into a power purchase agreement with Luminant, which was subsequently amended and restated on July 9, 2021, and further amended on February 28, 2022, August 26, 2022, and August 23, 2023 (as amended, the “Luminant Power Agreement”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years, subject to certain early termination exemptions. The Luminant Power Agreement provides for subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term.

The Company’s management determined that the Luminant Power Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Luminant Power Agreement is recorded at its estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

consolidated statements of operations. See additional information regarding valuation of the Luminant Power Agreement derivative in Note 18. Fair Value Measurements.

The Company may opportunistically sell electricity in the ERCOT market in exchange for cash payments, rather than utilizing the power to mine for bitcoin at the Odessa Facility to manage the Company’s operating costs. From Power sales, the Company earned approximately $2.3 million and $1.4 million for the three months ended September 30, 2025, and 2024, respectively, and $4.7 million and $3.7 million for the nine months ended September 30, 2025, and 2024, respectively, and recorded this amount within Costs and operating (expenses) income on the condensed consolidated statement of operations, with the corresponding cost of the power sold recorded in Cost of revenue.

Capped Call Transactions

In connection with the pricing of the offering of 2031 Convertible Notes, the Company entered into capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions (the “Capped Call Transactions”). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2031 Convertible Notes. The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Convertible Notes. The cap price of the Capped Call Transactions is initially $23.32 per share. The cost of the Capped Call Transactions was approximately $82.7 million.

The Capped Call Transactions are reported at fair value in Derivative assets on the Company’s condensed consolidated balance sheet as of September 30, 2025. Refer to Note 18. Fair Value Measurements for further details.

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Miners and mining equipment	$	556,888	$	342,111
Leasehold improvements	151,109		137,582
Land	58,330		49,021
Buildings	65,736		—
Infrastructure	106,688		28,166
Other	882		606


Construction-in-progress	12,101		82,017
Total cost of property and equipment	951,734		639,503
Less: accumulated depreciation	(301,857)		(158,638)
Property and equipment, net	$	649,877	$	480,865

As of September 30, 2025, the Company had approximately $12.1 million of construction-in-progress related to construction at various sites. For the nine months ended September 30, 2025, $144.8 million of Construction-in-progress related to the build out of the Black Pearl Facility was reclassified primarily into Buildings of $65.7 million with a useful life of 20 years, and Infrastructure of $76.2 million with useful lives ranging from 10-20 years.

In June 2025, as part of placing the assets related to the Black Pearl Facility into service, the Company recorded an asset retirement obligation for the Black Pearl Facility to restore the land to its original condition at the end of the lease for $10.7 million, to be depreciated straight-line over the estimated remaining useful lives of the assets related to the facility.

Depreciation expense was approximately $59.3 million and $28.5 million for the three months ended September 30, 2025, and 2024, respectively, and included approximately $0.8 million and $0.5 million of accretion expense related to the Company’s asset retirement obligations, and $146.5 million and $65.7 million for the nine months ended September 30, 2025 and 2024, respectively, and included approximately $1.9 million and $1.4 million for the nine months ended September 30, 2025 and 2024, of accretion expense related to the Company’s asset retirement obligations.

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 6. DEPOSITS ON EQUIPMENT

The Company has a nonrefundable deposit with American Electric Power Company, Inc. (“AEP”) for $5.3 million related to construction costs to energize a wholly-owned site in LaSalle, Texas (the “Reveille Facility”), paid as a Contributions in Aid of Construction (“CIAC”) payment.

NOTE 7. INVESTMENT IN EQUITY INVESTEES

The Company accounts for its 49% equity ownership in each of Alborz LLC, Bear LLC, and Chief Mountain LLC (the “Data Center LLCs”) using the equity method of accounting. The Company’s joint venture partner holds the remaining equity in each Data Center LLC entity.

During fiscal year 2022, the Company contributed miners and mining equipment to the Data Center LLCs. The contributed miners had a fair value that was below the cost paid by the Company to obtain them. As such, the Company recognized a loss at the time of the contributions, resulting in basis differences of the miners between the Company and the Data Center LLCs, which recorded the contributions of equipment from the Company at historical cost. The Company accretes these basis differences over the life of the miners and records the accretion amount for each reporting period within Equity in losses of equity investees on its statements of operations. As of September 30, 2025, the Company had remaining basis differences totaling approximately $6.3 million that have not yet been accreted.

Activity in the Company’s investments in equity investees during the nine months ended September 30, 2025, and 2024, consisted of the following (in thousands):


	For the Nine Months Ended September 30,
	2025		2024
Opening balance	$	53,908	$	35,258
Capital contributions	17,568		29,194

Accretion of basis differences related to miner contributions	3,927		4,442


Bitcoin received from equity investees	(20,714)		(10,487)
Equity in net losses of equity investees	(12,400)		(3,434)
Ending Balance	$	42,289	$	54,973

NOTE 8. INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following (in thousands):


	September 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contract	$	7,000	$	(642)	$	6,358
Capitalized software	3,797		(730)		3,067
Total	$	10,797	$	(1,372)	$	9,425


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contract	$	7,000	$	(379)	$	6,621
Capitalized software	2,653		(393)		2,260
Total	$	9,653	$	(772)	$	8,881

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company recorded amortization expense related to intangible assets of $0.2 million and $0.6 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2024, respectively. The Company expects to record amortization expense as follows over the next five subsequent years:


	(in thousands)
Remaining Year Ended December 31, 2025	$	307
Year Ended December 31, 2026	880
Year Ended December 31, 2027	880
Year Ended December 31, 2028	789
Year Ended December 31, 2029	$	578

NOTE 9. SECURITY DEPOSITS

The Company’s security deposits consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Oncor Facility Extension security deposit related to Black Pearl Facility	6,269		6,269
Oncor Facility Extension security deposit related to Barber Lake Facility	—		8,297
Oncor Facility Extension security deposit related to Stingray Facility	4,244		4,244
Other deposits	1,532		972
Total security deposits	$	12,045	$	19,782

As part of various transactions to acquire wholly-owned sites, the Company has deposits with Oncor Electric Delivery Company LLC (“Oncor”) to construct infrastructure to provide the ability to energize each data center. These deposits are eligible to be returned to the Company if the data centers energize an agreed upon capacity within an agreed upon timeframe. As of September 30, 2025 the Company believes these deposits will be returned.

Subsequent to September 30, 2025, the Company received the Oncor Facility Extension security deposit related to the Black Pearl Facility.

NOTE 10. SUPPLEMENTAL FINANCIAL INFORMATION

Prepaid expenses and other current assets were $4.0 million and $3.4 million as of September 30, 2025 and December 31, 2024, respectively, primarily consisting of prepaid insurance as of September 30, 2025, and December 31, 2024.

The Company’s accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Taxes (primarily sales tax)	$	12,007	$	14,607
Professional fees	5,792		4,449
Employee compensation	6,697		8,246
Power costs	3,212		—
Other	1,412		1,329
Construction costs	8,429		2,675
Barber Lake site deposit payable	—		8,297
Remaining payments for miners in service	—		30,221
Total accrued expenses and other current liabilities	$	37,549	$	69,824

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 11. RELATED PARTY TRANSACTIONS

Related party receivables

The Company recorded related party receivables of approximately $0.3 million and $2.1 million, as of September 30, 2025 and December 31, 2024, respectively, representing amounts owed to the Company from its equity method investees.

Board Observer Agreement

On April 8, 2022, the Company entered into an observer agreement (the “Board Observer Agreement”) with Bitfury Holding and Bitfury Top HoldCo (together with Bitfury Holding, the “Investors”), which provides that the Investors have the right to designate a representative to serve as an observer of the Board and any committees thereof (subject to exceptions and limitations specified in the Board Observer Agreement). The Board Observer Agreement was negotiated and approved by an independent committee of the Board. On July 22, 2025, the Company terminated the Board Observer Agreement with the Investors.

NOTE 12. LEASES

Barber Lake Facility Lease

On September 24, 2025, the Company’s subsidiary Cipher Barber Lake LLC (“Cipher Barber Lake”) entered into a lease with Fluidstack USA II (“Fluidstack”) which provides for the development of a data center facility on, and lease of the Barber Lake Facility (the “Barber Lake Facility Lease”) for HPC. The Company expects to complete the development and construction of the Barber Lake Facility and deliver the facility to Fluidstack by September 2026. Fluidstack’s obligations to pay rent under the lease begin on the commencement date of the lease and will continue for a 10-year term, and includes two five-year extension options. As part of the Barber Lake Facility Lease, the Company is required to provide certain services for the data center including supplying power, environmental controls, physical security and connectivity products to Fluidstack, and failure to provide these services may result in additional costs under the lease.

Odessa Facility Lease

The Company entered into a series of agreements with affiliates of Luminant, including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 and August 23, 2023 (as amended and restated, the “Luminant Lease Agreement”). The Luminant Lease Agreement leases a plot of land to the Company for the data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) of the Odessa Facility. The Company entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its Odessa Facility operations. The Company determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values. The Combined Luminant Lease Agreement is classified as a finance lease.

At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market.

Black Pearl Facility Lease

The Company and its wholly-owned subsidiary, Cipher Black Pearl LLC (“Black Pearl”), assumed a lease for a 70 acre plot of land in Winkler County, Texas, for the purpose of constructing a data center, and ancillary infrastructure to construct the Black Pearl Facility. The initial term of the lease is ten years, and includes four consecutive renewal options for ten years each.

Reveille Facility Lease

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company and its wholly-owned subsidiary, Cipher Reveille LLC (“Reveille”), assumed a lease for a 52 acre plot of land in LaSalle, Texas, for the purpose of constructing a data center, and ancillary infrastructure to construct the Reveille Facility. The initial term of the lease is ten years, and includes two consecutive renewal options for ten years each.

Office and warehouse leases

The Company leases office space for its headquarters in New York, New York, and office space in Charleston, South Carolina, and Denver, Colorado.

In April 2025, the Company entered into a commercial lease for a warehouse in Odessa, Texas

All of the Company's office leases are classified as operating leases.

Additional lease information

Components of the Company’s lease expenses are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Finance leases:
Amortization of ROU assets (1)	$	761	$	761	$	2,283	$	2,283
Interest on lease liability	246		346		817		1,108
Total finance lease expense	1,007		1,107		3,100		3,391
Operating leases:
Operating lease expense	676		542		1,962		1,528

Total operating lease expense	676		542		1,962		1,528
Total lease expense	$	1,683	$	1,649	$	5,062	$	4,919
(1)Amortization of finance lease ROU asset is included within depreciation expense.

The Company did not incur any variable lease costs during any of the periods presented.

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating cash flows - operating lease	$	570	$	480	$	1,648	$	1,320
Right-of-use asset obtained in exchange for operating lease liabilities	$	491	$	961	491		$	4,375


	September 30, 2025			December 31, 2024
Weighted-average remaining lease term – finance lease (in years)	1.9			2.7
Weighted-average remaining lease term – operating lease (in years)	7.6			8.0
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	8.0		%	8.0		%
Finance lease ROU assets(1)	$	5,834		$	8,117

(1)As of September 30, 2025, the Company recorded accumulated amortization of $6.6 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s condensed consolidated balance sheets.

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As of September 30, 2025, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease		Operating Lease		Total
Remaining Year Ended December 31, 2025	$	1,208	$	2,612	$	3,820
Year Ended December 31, 2026	4,834		2,491		7,325
Year Ended December 31, 2027	3,223		2,502		5,725
Year Ended December 31, 2028	—		2,284		2,284
Year Ended December 31, 2029	—		1,111		1,111
Thereafter	—		6,668		6,668
Total lease payments	9,265		17,668		26,933
Less present value discount	(945)		(5,087)		(6,032)
Total	$	8,320	$	12,581	$	20,901

NOTE 13. COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements, if any, is unknown as of September 30, 2025. In the normal course of business, the Company enters into contracts with suppliers, primarily related to construction, and has commitments of approximately $326.4 million as of September 30, 2025.

Contingencies

The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying condensed consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that a material loss, if any, will result from any claims, lawsuits and proceedings, to which the Company is subject to either individually, or in the aggregate.

Litigation

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

NOTE 14. DEBT

Short-term borrowings

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Coinbase Master Loan Agreement

The Company has the Coinbase Master Loan Agreement, under which the Company established the Coinbase Overnight Credit Facility of $25.0 million. The Company will not incur commitment fees for unused portions of the Coinbase Overnight Credit Facility. The borrowing rate on amounts drawn against the Credit Facility is determined based on the Federal Funds Target Rate - Upper Bound, plus 2.5%, calculated daily based on a 365-day year and payable monthly for the duration of the loan, and market demand. Borrowings under the Coinbase Overnight Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the Lending Service Provider’s platform. Since the Lender has the right to rehypothecate the bitcoin held as collateral, the Company derecognizes the bitcoin transferred. The Company has the right to receive the bitcoin back from the Lender upon repayment of the Coinbase Overnight Credit Facility, and as such recognized a receivable for bitcoin collateral measured at fair value of the bitcoin to be received upon repayment. The Company may also withdraw bitcoin if the loan becomes over-collateralized due to increases in bitcoin price.

As of September 30, 2025, the Company had nothing outstanding on the Coinbase Overnight Credit Facility. The Company had $25.0 million balance outstanding on the Coinbase Overnight Credit Facility at a weighted average interest rate of 9.5% as of December 31, 2024.

Two Prime Lending Facility

The Company also has a $100.0 million secured credit facility with Two Prime Lending Limited (“Two Prime Credit Facility”). Borrowings on this facility will be backed by the Company’s bitcoin held in a triparty account. The Company has not drawn on the Two Prime Credit Facility, and as such has nothing outstanding on this facility as of September 30, 2025.

Luxor Purchase and Sale Agreement

The Company has the ability to enter into agreements with Luxor Technology Corporation (“Luxor”) to borrow bitcoin to be repaid at a fixed amount of bitcoin per day over fixed periods. The Company records the outstanding balance at fair value in Short-term borrowings based on the current bitcoin price, with changes in fair value recorded in Other income (loss).

As of September 30, 2025, the Company had no ongoing transactions with Luxor under the Luxor Purchase and Sales Agreement. As of December 31, 2024 the Company owed approximately 80.3 bitcoin valued at $7.3 million related to this agreement.

Long-term borrowings

The following summarizes the Company’s long-term borrowings, net of debt issuance cost as of the period presented:


	September 30, 2025
	Maturity Date	Interest Rate	Outstanding Principal		Unamortized debt issuance costs and original issue discounts and premium, net		Outstanding Borrowings, net
Long-term borrowings:
2030 Convertible Notes	May 2030	1.75%	$	172,500	$	(5,108)	$	167,392
2031 Convertible Notes	October 2031	0.00%	1,300,000		(444,317)		855,683
Total Long-term borrowings			$	1,472,500	$	(449,425)	$	1,023,075

There were no Long-term borrowings as of December 31, 2024.

2030 Convertible Notes

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On May 22, 2025, the Company issued $172.5 million of principal amount of the 2030 Convertible Notes with an interest rate of 1.75%. 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. The 2030 Convertible Notes will mature on May 15, 2030, unless earlier repurchased, redeemed or converted.

Before February 15, 2030, noteholders will have the right to convert their 2030 Convertible Notes only upon the occurrence of certain events. From and after February 15, 2030, noteholders may convert their 2030 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. As the Company has the option to settle in shares, these shares are considered potentially dilutive for the calculation of diluted earnings per share. The initial conversion rate is 224.9213 shares of the Company’s common stock per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $4.45 per share of the Company’s common stock.

The 2030 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 22, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding 2030 Convertible Notes unless at least $50.0 million aggregate principal amount of 2030 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

2031 Convertible Notes

On September 30, 2025, the Company issued $1.3 billion of principal amount of the 2031 Convertible Notes with an interest rate of 0.00%. The 2031 Convertible Notes are senior, unsecured obligations and will be equal in right of payment with the Company’s existing and future senior, unsecured indebtedness, including the 2030 Convertible Notes. The 2031 Convertible Notes will mature on October 1, 2031, unless earlier repurchased, redeemed or converted.

Before July 1, 2031, the 2031 Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain period. On or after July 1, 2031, the 2031 Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date (the “2031 Note Conversion Option”). The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The Company’s ability to elect to settle conversions in whole or in part in shares of common stock will, subject to a limited exception, be subject to receipt of stockholder approval for an increase in the number of its authorized shares of common stock or the Company otherwise increasing the number of shares of its common stock available to settle conversions of the 2031 Convertible Notes. The initial conversion rate is 62.3733 shares of the Company’s common stock per $1,000 principal amount of the 2031 Convertible Notes, which represents an initial conversion price of approximately $16.03 per share of the Company’s common stock.

The 2031 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), for cash at the Company’s option at any time, and from time to time, on or after October 5, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if (i) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice and (2) the trading day immediately before the date the Company sends such redemption notice, and (ii) certain “liquidity conditions” (as defined in the Indenture) having been satisfied. However, the Company may not redeem less than all of the outstanding 2031 Convertible Notes unless at least $100.0 million aggregate principal amount of 2031 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

In accounting for the issuance of the 2031 Convertible Notes, the 2031 Note Conversion Option of the 2031 Convertible Notes was deemed an embedded derivative that required bifurcation from the 2031 Convertible Notes and separate accounting as a derivative liability, resulting from the Company not having the necessary number of authorized but unissued shares of its common stock available to settle the 2031 Note Conversion Option. The proceeds from the 2031

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Convertible Notes were first allocated to the embedded derivative and the remaining proceeds were allocated to the 2031 Convertible Notes.

On September 30, 2025, the issuance date, the fair value of the 2031 Note Conversion Option was $414.3 million. This balance is recorded in Derivative liability on the condensed consolidated balance sheet.

NOTE 15. STOCKHOLDERS’ EQUITY

As of September 30, 2025, 510,000,000 shares with a par value of $0.001 per share are authorized, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”).

Common Stock

Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of the issuance of these unaudited condensed consolidated financial statements, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock, for which there currently are none outstanding.

During the nine months ended September 30, 2025, the Company issued 4,362,995 shares of Common Stock to officers, employees and consultants in settlement of an equal number of fully vested RSUs awarded to these individuals, and 358,206 shares of Common Stock to directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”). The Company immediately repurchased 1,675,624 of these shares of Common Stock from officers and employees, with a fair value of approximately $7.3 million, to cover taxes related to the settlement of vested RSUs, as permitted by the Incentive Award Plan. The Company placed the repurchased shares in treasury stock.

At-the-Market Sales Agreement

On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the “Registration Statement”).

On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an “Original Agent” and, together, the “Original Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of its Common Stock, for aggregate gross proceeds of up to $250.0 million. The offering and sale of up to $250.0 million of the shares has been registered under the Registration Statement, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on August 4, 2023 (the “Prospectus Supplement”).

On March 6, 2024, the Company entered into an amendment (the “Amendment”) to the Sales Agreement (as amended, the “Amended Sales Agreement”) by and among the Original Agents, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (“Virtu”). The Amendment modifies the Sales Agreement to include Stifel and Virtu as additional agents under the Amended Sales Agreement. On March 6, 2024, the Company also filed an amendment to the Prospectus Supplement (i) increasing the dollar amount of shares available to be sold pursuant to the Amended Sales Agreement, to $296,560,661, which consists of $96,560,661 remaining as originally authorized under the Prospectus Supplement and an additional $200,000,000, and (ii) including Stifel and Virtu as additional agents.

On September 3, 2024, the Company amended and restated the Amended Sales Agreement (as amended and restated, the “Amended and Restated Sales Agreement”) with the Original Agents, Keefe, Bruyette & Woods, Inc. (“KBW”), Virtu and BTIG, LLC (“BTIG”) (each, an “Agent” and, together, the “Agents”). The Amended and Restated Sales Agreement modified the Amended Sales Agreement to, among other things, include BTIG as an additional Agent under the Amended and Restated Sales Agreement and to replace Stifel with KBW as an Agent under the Amended and Restated Sales Agreement.

Pursuant to the Amended and Restated Sales Agreement, the Company may offer and sell, from time to time through or to the Agents, shares of the Company’s Common Stock, for aggregate gross proceeds of up to $725.7 million (the “Shares”), which consists of (i) up to $125.7 million remaining as authorized under the Company’s Registration Statement, the base prospectus contained within the Registration Statement, and the Prospectus Supplement, as amended on September 3, 2024 and (ii) up to $600.0 million of Shares, which can be issued and sold pursuant to the Company’s shelf registration

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

statement on Form S-3ASR, filed with the SEC on September 3, 2024, which became immediately effective upon filing, and a prospectus supplement dated September 3, 2024, filed by the Company with the SEC.

Pursuant to the Amended and Restated Sales Agreement, the Agent selected by the Company (such Agent, the “Designated Agent”) may sell the Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the Shares under the Amended and Restated Sales Agreement and may at any time suspend or terminate the offering of the Shares pursuant to the Amended and Restated Sales Agreement upon notice and subject to other conditions. The Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by it, on mutually agreed terms between the Agents and the Company. Under the terms of the Amended and Restated Sales Agreement, the Company agreed to pay the Designated Agent a commission up to 3.0% of the aggregate gross proceeds from any Shares sold through such Designated Agent pursuant to the Amended and Restated Sales Agreement. In addition, the Company agreed to reimburse certain expenses incurred by the Agents in connection with the Amended and Restated Sales Agreement. During the nine months ended September 30, 2025, in connection with the Amended and Restated Sales Agreement, the Company received proceeds of $117.4 million, net of issuance costs, from the sale of 29,334,701 shares of common stock, with an average net selling price of $4.00 per share.

NOTE 16. WARRANTS

The Company assumed Common Stock warrants that were originally issued in the Good Works Acquisition Corp (“GWAC”) initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). The Public and Private Placement Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. There were 8,613,935 Public Warrants and no Private Placement Warrants outstanding as of September 30, 2025, and December 31, 2024. The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants.

On September 24, 2025, as consideration for Google agreeing to backstop certain obligations of Fluidstack in connection with the Barber Lake Facility lease, the Company entered into a warrant agreement with Google (the “Google Warrant Agreement”), pursuant to which the Company issued to Google warrants to purchase 24,178,576 shares (the “Warrant Shares”) of the Company’s Common Stock for an exercise price of $0.01 per share of Common Stock (the “Google Warrants”). The Google Warrants have an exercise period beginning on the commencement date of the Barber Lake Facility lease and expiring on September 24, 2030. Solely in the event that the Company does not obtain approval from its stockholders to increase the number of shares of Common Stock authorized for issuance pursuant to its Second Amended and Restated Certificate of Incorporation, the Google Warrants may be settled in cash in whole or in part at the election of the Company. Additionally, if, on the business day prior to the beginning of the exercise period under the Google Warrant Agreement, the value of the Warrant Shares does not equal or exceed $430.0 million, the Company shall be obligated to issue additional Warrant Shares and/or make a cash payment equal in the aggregate to such shortfall amount on the terms set forth in the Warrant Agreement. The Google Warrants are recorded at fair value in Warrant liability on the Company’s condensed consolidated balance sheet and changes in the fair value are recorded in Change in fair value of warrant liability on the Company’s condensed consolidated statement of operations.

The Company recorded an asset of $544.5 million in Other noncurrent assets on the condensed consolidated balance sheet at the fair value of the Google Warrants at issuance to represent the value of Google backstopping the lease payments from Fluidstack. The Company will amortize this asset over the life of the lease to recognize the benefit over the term of the term of the benefit derived from the backstop.

NOTE 17. SHARE-BASED COMPENSATION

The Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”) provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares.

Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Award Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. On January 1, 2025, this resulted in an increase of 10,523,515 shares of Common Stock available for issuance under the Incentive Award Plan. As of September 30, 2025, 13,766,880 shares of Common Stock were available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation in Compensation and benefits on the condensed consolidated statements of operations for the following categories of awards as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Service-based RSUs	$	6,690	$	9,308	$	23,040	$	25,665
Performance-based RSUs	2,384		903		5,696		4,674
Common stock, fully-vested	—		—		—		1,526
Total share-based compensation expense	$	9,074	$	10,211	$	28,736	$	31,865

Service-based RSUs

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2025 is shown below:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at December 31, 2024	15,922,220	$	2.65
Granted	4,270,421	$	4.18
Vested(1)	(4,362,994)	$	2.57
Unvested at September 30, 2025	15,829,647	$	3.08
(1) Does not include RSUs that have not settled as of September 30, 2025

As of September 30, 2025, there was approximately $17.2 million of unrecognized compensation expense related to unvested Service-Based RSUs, which is expected to be recognized over a weighted-average vesting period of approximately 0.8 years.

If not fully vested upon grant, service-based RSUs awarded generally vest over a period ranging from three to four years in installments as determined by the Board.

Vesting is subject to the award recipient’s continuous service on the applicable vesting date; provided, that if the award recipient’s employment is terminated by the Company without “cause”, by award recipient for “good reason” (if applicable, as such term or similar term may be defined in any employment, consulting or similar service agreement between award recipient and the Company) or due to award recipient’s death or permanent disability, all unvested service-based RSUs will vest in full (unless otherwise specified in the agreement between the award recipient and the Company). In addition, in the event of a change in control, any unvested service-based RSUs will vest subject to the award recipient’s continuous service to the Company through such change in control. In addition, if the Company achieves a $10 billion market capitalization milestone (described further below) and the CEO remains in continuous service through such achievement, any then-unvested service-based RSUs awarded to the CEO will also vest.

Performance-Based RSUs

In 2021, the Company issued 4,257,710 performance-based RSUs (the “2021 Performance-Based RSUs”) at a weighted average grant date fair value of $7.76. None of the 2021 Performance-Based RSUs were vested as of September 30, 2025. There was no unrecognized compensation expense related to unvested performance-based RSUs at September 30, 2025.

One-third of the outstanding 2021 Performance-Based RSUs will vest upon the Company achieving a market capitalization equal to or exceeding $5 billion, $7.5 billion and $10 billion, in each case over a 30-day lookback period and subject to the CEO’s continuous service through the end of the applicable 30-day period. In the event of a change in control and CEO’s

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

continuous service through such change in control, the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in such change in control will be used to determine whether any of the market capitalization milestones are achieved (without regard to the 30-day lookback period). Any 2021 Performance-Based RSUs that do not vest prior to the CEO’s termination of service or, if earlier, in connection with a change in control will be forfeited for no consideration.

On February 26, 2025, the Company issued an additional 2,490,943 Performance-Based RSUs (the “2025 Performance-Based RSUs”) to the Company’s senior management team under the Incentive Award Plan at a weighted average grant date fair value of $5.01. None of the 2025 Performance-Based RSUs were vested as of September 30, 2025. There was approximately $6.8 million in unrecognized compensation expense related to the 2025 Performance-Based RSUs at September 30, 2025, which is expected to be recognized over a weighted-average vesting period of approximately 1.25 years, regardless of whether the market conditions required for vesting are achieved.

On December 31, 2025 the Company will calculate the number of Performance-Based RSUs expected to vest (the “Earned PSUs”), based upon the Company’s common stock achieving certain Total Shareholder Return (TSR) relative to the TSR of peer companies identified in the grant agreements and the overall TSR of the Company for the 2025 calendar year. The number of Earned PSUs will range from 0% to 225% of the number of 2025 Performance-Based RSU’s originally granted. Subject to the employee’s continuous service through the vesting date, one-third of the Earned PSUs will vest on December 31, 2025, and the remaining two-thirds of the Earned PSUs will vest in equal quarterly installments over the following two years with the first such vesting date occurring on March 31, 2026.

The grant date fair value of the 2025 Performance-Based RSUs was measured using a Monte Carlo simulation model based on the following assumptions:



Risk-free interest rate			4.14%

Expected volatility			111.5%

NOTE 18. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured at fair value are classified and disclosed in one of the following categories based on the inputs used to derive the fair value:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable

The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands):

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	Fair Value Measured as of September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	1,004,421	$	-	$	-	$	1,004,421
Restricted cash
Money market securities	13,779		-		-		13,779
Bitcoin	170,303		-		-		170,303

Accounts receivable	696		-		-		696


Derivative asset
Power Purchase Agreement	-		-		68,490		68,490
Capped Calls	-		89,939		-		89,939
	$	1,189,199	$	89,939	$	68,490	$	1,347,628
Liabilities included in:
Derivative liability	$	-	$	-	$	414,320	$	414,320
Warrant liability	-		-		512,590		512,590
	$	-	$	-	$	926,910	$	926,910


	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	4,314	$	-	$	-	$	4,314
Restricted cash
Money market securities	14,392		-		-		14,392
Bitcoin	92,651		-		-		92,651
Receivable for bitcoin collateral	-		32,248		-		32,248
Accounts receivable	596		-		-		596
Derivative assets
Power Purchase Agreement	-		-		85,670		85,670
	$	111,953	$	32,248	$	85,670	$	229,871
Liabilities included in:
Short-term borrowings
Bitcoin loan payable	$	7,330	$	-	$	-	$	7,330
	$	7,330	$	-	$	-	$	7,330

The Company’s financial assets and liabilities not subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands):


	September 30, 2025
	Total carrying value		Level 1		Level 2		Level 3		Total
Liabilities included in:
Long-term borrowings
2030 Convertible Notes	$	167,392	$	-	$	517,356	$	-	$	517,356
2031 Convertible Notes	$	855,683	$	-	$	1,015,230	$	-	$	1,015,230
	$	1,023,075	$	-	$	1,532,586	$	-	$	1,532,586

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

There were no financial assets and liabilities not subject to fair value measurement on a recurring basis as of December 31, 2024.

The carrying values reported in the Company’s condensed consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Capped Call Transaction

As described in Note 4. Derivative Assets, the Company entered into capped call transactions to reduce the potential dilution of the Company’s common stock upon any conversion of the 2031 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Convertible Notes. The Capped Call Transactions are classified as Level 2 and unrealized gains associated with the Capped Call Transaction are included in Other income on the condensed consolidated statement of operations.The Company engaged a valuation firm to determine the fair value of the Capped Call Transactions using a Black-Scholes option-pricing model and the quoted price of Common Stock.

The following table presents significant assumptions utilized in the valuations of the Capped Call Transaction as of the date indicated:


			September 30, 2025
Strike Price			$16.03
Cap Price			$23.32
Volatility			59.9%
Stock Price			12.59

Power purchase agreement

The Company’s power purchase agreement, related to the Luminant Power Agreement, is divided between current and noncurrent assets, and was initially recorded on its condensed consolidated balance sheets on the derivative asset’s effective date of July 1, 2022, with an offsetting amount recorded to change in fair value of derivative asset in costs and operating expenses on the consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset. The Luminant Power Agreement was not designated as a hedging instrument. The estimated fair value of the Company’s derivative asset was derived from Level 2 and Level 3 inputs (i.e., unobservable inputs) due to a lack of quoted prices for similar type assets and as such, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years, and a remaining term of approximately 1.8 years. The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 5.21% and 5.96% as of September 30, 2025 and December 31, 2024, respectively, and include observable market inputs, but also include unobservable inputs based on qualitative judgment related to company-specific risk factors. Unrealized gains associated with the derivative asset within the Level 3 category include changes in fair value that were attributable to amendments to the Luminant Power Agreement, changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions).

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table presents the changes in the estimated fair value of the power purchase agreement measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2025 and 2024 (amounts in thousands):


	Nine Months Ended September 30,
	2025		2024
Opening balance	$	85,670	$	93,591
Change in fair value	(17,180)		(19,181)
Ending balance	$	68,490	$	74,410

Level 3 liabilities

Private Placement Warrants

The Company’s Private Placement Warrants (as defined in Note 16. Warrants) were classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market. The valuation of the Private Placement Warrants used assumptions and estimates the Company believes would be made by a market participant in making the same valuation. As of March 31, 2024, all Private Placement Warrants were converted to Public Warrants, and as such no Private Placement Warrants were outstanding as of September 30, 2025.

The Company engaged a valuation firm to determine the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of Common Stock. The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants as of the date indicated:


			December 31, 2023
Risk-free rate			4.00%
Dividend yield rate			0.00%
Volatility			124.0%
Contractual term (in years)			2.7
Exercise price			$11.50

The following table presents changes in the estimated fair value of the Private Placement Warrants (amounts in thousands):


Balance as of December 31, 2024	$	—
Change in fair value	—
Balance as of September 30, 2025	$	—

Balance as of December 31, 2023	$	250
Change in fair value	(250)
Balance as of September 30, 2024	$	—

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2031 Note Conversion Option

The Company’s 2031 Note Conversion Option is classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market. The valuation of the 2031 Note Conversion Option used assumptions and estimates the Company believes would be made by a market participant in making the same valuation.

The Company engaged a valuation firm to determine the fair value of the 2031 Note Conversion Option using a binomial lattice model. The following table presents significant assumptions utilized in the valuations of the 2031 Note Conversion Option as of the date indicated:


			September 30, 2025
Volatility			51.00%
Risk-Free Rate			3.84%
Dividend Yield			0.00%
Contractual Term (in years)			6.0
Conversion Price			$16.03

Google Warrants

The Company’s Google Warrants (as defined in Note 16. Warrants) were classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market. The valuation of the Google Warrants used assumptions and estimates the Company believes would be made by a market participant in making the same valuation.

The Company engaged a valuation firm to determine the fair value of the Google Warrants using a Black-Scholes option-pricing model and the quoted price of Common Stock. The following table presents significant assumptions utilized in the valuations of the Google Warrants as of the date indicated:


			September 30, 2025
Risk-free rate			3.68%
Dividend yield rate			0.00%
Volatility			112.32%
Contractual term (in years)			6.0

The following table presents changes in the estimated fair value of the Google Warrants (amounts in thousands):






Balance as of December 31, 2024	—
Fair value of warrants as of issuance date	544,450
Change in fair value	(31,860)
Balance as of September 30, 2025	$	512,590

NOTE 19. SEGMENT REPORTING

The Company currently has one operating segment, Bitcoin Mining, which through operations produce bitcoin to generate revenue. The Chief Operating Decision Maker (“CODM”) for the Company consists of the CEO and CFO. The CODM reviews the performance of its segment primarily based on operating income when deciding on allocating resources between reinvesting in Bitcoin Mining or exploring alternative deployment of resources. Asset information is not regularly provided to the CODM for resource allocation as a large portion of assets are property and equipment that cannot be repurposed for other revenue streams.

The Company’s revenues, significant expenses, operating income, and net income by segment for the nine months ended September 30, 2025 and 2024 are summarized in the following table (in thousands):

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


Three Months Ended September 30, 2025
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	71,707	$	71,707
Costs and operating (expenses) income
Cost of revenue	(26,733)
Depreciation and amortization	(59,549)
Change in fair value of power purchase agreement	(9,030)
Unrealized gains on fair value of bitcoin	108
Realized gains on sale of bitcoin	7,535
Equity in losses of equity method investees	(1,479)
Other segment items(1)	2,436
Segment operating loss	(15,005)		(15,005)
Adjustments(2)			(22,612)
Operating loss			(37,617)
Interest income			457
Interest expense			(1,286)
Other non-operating items(3)			34,860
Loss before taxes			$	(3,586)

Three Months Ended September 30, 2024	Bitcoin Mining		Consolidated

Revenue - bitcoin mining	$	24,102	$	24,102
Costs and operating (expenses) income
Cost of revenue	(15,063)
Depreciation and amortization	(28,636)
Change in fair value of power purchase agreement	(48,520)
Unrealized gains on fair value of bitcoin	(22,156)
Realized gains on sale of bitcoin	20,245
Equity in losses of equity method investees	847
Other segment items(1)	1,444
Segment operating income	(67,737)		(67,737)
Adjustments(2)			(23,657)
Operating loss			(91,394)
Interest income			1,188
Interest expense			(346)
Other non-operating items(3)			(4)
Loss before taxes			$	(90,556)

(1) Other segment items included in Bitcoin Mining include Power sales, and Other gains.
(2) Other operating items included in adjustments include Compensation and benefits, and General and administrative.
(3) Other non-operating items include Change in fair value of warrant liability, and Other expense.

The Company’s revenues, significant expenses, operating income, and net income by segment for the nine months ended September 30, 2025 and 2024 are summarized in the following table (in thousands):

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


Nine Months Ended September 30, 2025
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	164,231	$	164,231
Costs and operating (expenses) income
Cost of revenue	(56,957)
Depreciation and amortization	(147,102)
Change in fair value of power purchase agreement	(17,180)
Unrealized gains on fair value of bitcoin	(2,927)
Realized gains on sale of bitcoin	16,092
Equity in losses of equity method investees	(8,472)
Other segment items(1)	1,970
Segment operating income	(50,345)		(50,345)
Adjustments(2)			(70,603)
Operating loss			(120,948)
Interest income			943
Interest expense			(3,200)
Other non-operating items(3)			35,924
Loss before taxes			$	(87,281)

Nine Months Ended September 30, 2024
	Bitcoin Mining		Consolidated
Revenue - bitcoin mining	$	109,047	$	109,047
Costs and operating (expenses) income
Cost of revenue	(44,164)
Depreciation and amortization	(66,131)
Change in fair value of power purchase agreement	(19,181)
Unrealized gains on fair value of bitcoin	(2,778)
Realized gains on sale of bitcoin	25,114
Equity in losses of equity method investees	1,008
Other segment items(1)	3,726
Segment operating income	6,641		6,641
Adjustments(2)			(67,420)
Operating loss			(60,779)
Interest income			3,027
Interest expense			(1,118)
Other non-operating items(3)			(985)
Income before taxes			$	(59,855)

(1) Other segment items included in Bitcoin Mining include Power sales, and Other gains.
(2) Other operating items included in adjustments include Compensation and benefits, and General and administrative.
(3) Other non-operating items include Change in fair value of warrant liability, and Other expense.

NOTE 20. INCOME TAXES

The determination of income tax expense in the unaudited condensed consolidated statements of operations is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the

CIPHER MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

period in which they occur. The Company recorded an income tax expense of approximately 8.4% of loss before taxes for the three months ended September 30, 2025 and 4.2% of loss before taxes for the three months ended September 30, 2024, and 0.9% of loss before taxes for the nine months ended September 30, 2025 and 3.8% of income before taxes for the nine months ended September 30, 2024.

NOTE 21. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date of this report. No subsequent events have been identified other than those disclosed in these condensed consolidated financial statements except for the following:

Colchis Site Acquisition

On October 20, 2025, the Company purchased majority ownership of a site in west Texas. The Company purchased this interest for $20 million.

Amazon Web Services Lease

On October 29, 2025, the Company executed a 15-year data center campus lease with Amazon Web Services to provide turnkey space and power for artificial intelligence workloads.

Shareholder Approval to Increase Authorized Shares

On October 30, 2025, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance from 500,000,000 shares to 1,000,000,000 shares. The amendment became effective upon filing with the Delaware Secretary of State on October 30, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward‑looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward‑looking statements as a result of various factors, including those set forth in Part II, Item 1A, “Risk Factors” and other factors set forth in other parts of this Quarterly Report.

Unless the context otherwise requires, references in this Quarterly Report to the “Company,” “Cipher,” “Cipher Mining,” “we,” “us” or “our” refers to Cipher Mining Inc. and its consolidated subsidiaries, unless otherwise indicated.

Overview

We develop, own and operate industrial-scale digital infrastructure to support high-performance computing (“HPC”) and purpose-built data centers for bitcoin mining applications. Our active portfolio and development pipeline consists of approximately 4.0 GW of capacity across 12 sites. We currently operate two wholly-owned bitcoin mining data centers, 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”), and a 300 MW data center in Wink, Texas, of which 150 MW is operational as a bitcoin mining data center, that draws power from the power grid (the “Black Pearl Facility”); have equity investments in three partially-owned 40 MW bitcoin mining data centers; and have a pipeline of approximately 3.2 GW of potential capacity suitable for HPC workloads. We have sourced and built five sites totaling 477 MW of capacity, all completed on time.

The Black Pearl Facility has recently been fully contracted for HPC hosting with bitcoin mining operations at the site expected to conclude as construction commences. We aim to be industry leaders in sourcing a pipeline of sites suitable for compute-intensive workloads, including the recent addition of a 1-gigawatt (“GW”) site to our portfolio in Texas, and to optimize those sites for commercial use. Through a subsidiary, Cipher is in the process of constructing a data center for HPC near Colorado City, Texas (the “Barber Lake Facility”). See “—Recent Developments.”

Our current intention is to continue expanding our business by developing and operating industrial-scale data centers for HPC and other compute-intensive applications, scaling pipeline capacity, continuing to execute our disciplined treasury management strategy and pursuing additional strategic arrangements, such as joint ventures, data center hosting and leasing agreements, or software licensing arrangements. We aim to be a market leader in developing next-generation digital infrastructure and providing best-in-class solutions to support various compute workloads.

Recent Developments

Fluidstack Lease

On September 25, 2025, we announced Cipher Barber Lake LLC (“Cipher Barber Lake”), our wholly owned indirect subsidiary, had entered into a Datacenter Lease (the “Fluidstack Lease”) with Fluidstack USA II Inc. (“Fluidstack”), which provides for the development of a data center facility on, and lease to Fluidstack of, the Barber Lake Facility located near Colorado City, Texas on the terms and subject to the conditions contained therein. The Facility is expected to provide 168 megawatts (MW) of critical IT load for high-performance computing data center operations. We expect to complete the development and construction of the facility and deliver the facility to Fluidstack by September 2026. Fluidstack’s obligations to pay rent under the Fluidstack Lease begin on the commencement date of the lease and will continue for a 10-year term.

Colchis Site Acquisition

On October 20, 2025, we purchased majority ownership of a 1-GW site in west Texas. The Colchis site includes a fully executed 1-GW Direct Connect Agreement with American Electric Power (“AEP”), under which AEP will construct the necessary dual interconnection facility for a targeted energization in 2028. Construction of the interconnection facility will proceed in parallel with ERCOT's final review and approval. The 620-acres of land under option sit adjacent to the existing substation, and the site has all the necessary characteristics for development of an HPC data center.

Amazon Web Services Lease

On October 29, 2025, we executed a 15-year data center campus lease with Amazon Web Services to provide turnkey space and power for artificial intelligence (“AI”) workloads. Under the terms of the lease agreement, Cipher will deliver

300 MW of capacity in 2026. The capacity will be delivered in two phases, expected to begin in July 2026 and complete in the fourth quarter of 2026, with rent commencing in August 2026.

Shareholder Approval to Increase Authorized Shares

On October 30, 2025, our shareholders approved an amendment to our Second Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance from 500,000,000 shares to 1,000,000,000 shares. The amendment became effective upon filing with the Delaware Secretary of State on October 30, 2025.

Factors Affecting Our Results of Operations

There have been no material changes to the “Factors Affecting Our Results of Operations” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2024 Form 10-K. Our financial position and results of operations depend to a significant extent on those factors.

Summary of Bitcoin Inventory

The following table presents information about our Bitcoin inventory for the nine months ended September 30, 2025, including bitcoin production and sales of bitcoin (dollar amounts in thousands):


	Quantity	Amounts
Opening balance	994	$	92,651
Bitcoin received from equity investees	205	20,714
Bitcoin received from mining activities	1,334	139,858
Bitcoin received from loan	180	16,551
Bitcoin loan payments	(2)	(140)
Proceeds from sales of bitcoin	(1,563)	(150,226)
Realized gains on sale of bitcoin	—	16,092
Unrealized losses on bitcoin(2)	—	(2,927)
Realized loss on bitcoin transferred to collateral, net	—	(3,195)
Bitcoin transferred from collateral, net	345	$	40,925
Ending balance	1,493	$	170,303

Components of our Results of Operations

For a description of the components of our results of operations, refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2024 Form 10-K.

Results of Operations

The following table sets forth our results of operations for the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue - bitcoin mining	$	71,707	$	24,102	$	164,231	$	109,047
Costs and operating (expenses) income
Cost of revenue	(26,733)		(15,063)		(56,957)		(44,164)
Compensation and benefits	(14,445)		(14,738)		(44,407)		(44,058)
General and administrative	(8,167)		(8,919)		(26,196)		(23,362)
Depreciation and amortization	(59,549)		(28,636)		(147,102)		(66,131)
Change in fair value of power purchase agreement	(9,030)		(48,520)		(17,180)		(19,181)
Power sales	2,335		1,444		4,702		3,726
Equity in (losses) income of equity investees	(1,479)		847		(8,472)		1,008
Unrealized gains (losses) on fair value of bitcoin	108		(22,156)		(2,927)		(2,778)
Realized gains on sale of bitcoin	7,535		20,245		16,092		25,114
Other operating gains (losses)	101		-		(2,732)		-
Total costs and operating expenses	(109,324)		(115,496)		(285,179)		(169,826)
Operating loss	(37,617)		(91,394)		(120,948)		(60,779)
Other income (expense)
Interest income	457		1,188		943		3,027
Interest expense	(1,286)		(346)		(3,200)		(1,118)
Change in fair value of warrant liability	31,860		-		31,860		250
Other income (expense)	3,000		(4)		4,064		(1,235)
Total other income	34,031		838		33,667		924
Loss before taxes	(3,586)		(90,556)		(87,281)		(59,855)
Current income tax benefit (expense)	767		(211)		(1,157)		(932)
Deferred income tax benefit (expense)	(464)		4,013		399		(1,358)
Total income tax benefit (expense)	303		3,802		(758)		(2,290)
Net loss	$	(3,283)	$	(86,754)	$	(88,039)	$	(62,145)

Comparative Results for the Three Months Ended September 30, 2025 and 2024

Revenue

Revenue for the three months ended September 30, 2025 was $71.7 million compared to $24.1 million for the three months ended September 30, 2024 and was generated from bitcoin mining operations at the Odessa and Black Pearl Facilities. The increase year over year was primarily driven by higher bitcoin prices in the current quarter compared to the prior year quarter, and an increase in total bitcoin mined attributable to the Black Pearl Facility coming online at the end of the second quarter of 2025.

Cost of revenue

Cost of revenue for the three months ended September 30, 2025 was $26.7 million, compared with $15.1 million for the three months ended September 30, 2024, and consisted primarily of power costs at our data centers. The increase in the three months ended September 30, 2025 is driven primarily by additional power costs from mining activities at the Black Pearl Facility, which commenced mining in the second quarter of 2025.

Compensation and benefits

Compensation and benefits for the three months ended September 30, 2025 was $14.4 million, consistent with $14.7 million for the three months ended September 30, 2024.The decrease is primarily due to certain performance-based stock-compensation being fully vested in 2024.

General and administrative

General and administrative expenses decreased by $0.7 million to $8.2 million during the three months ended September 30, 2025 from $8.9 million for the three months ended September 30, 2024. The decrease was primarily driven by decreased legal fees in the current quarter related to strategic initiatives.

Depreciation and amortization

Depreciation for the three months ended September 30, 2025 was $59.5 million, an increase of $30.9 million compared to Depreciation and amortization of $28.6 million for the three months ended September 30, 2024. The increase was primarily due to additional depreciation expense on miners acquired as part of the Odessa fleet upgrade, and assets at our Black Pearl Facility being placed into service.

Change in fair value of derivative asset

Change in fair value of derivative asset was a $9.0 million loss for the three months ended September 30, 2025 and was driven by the fair value of the Luminant Power Agreement. The estimated fair value of our derivative asset was derived from Level 2 and Level 3 inputs, and, due to a lack of quoted prices for similar type assets, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years.

Power sales

At the Odessa Facility we sold excess electricity that was available under the Luminant Power Agreement back to the ERCOT market through Luminant. We sold power for proceeds of $2.3 million and $1.4 million for the three months ended September 30, 2025, and 2024, respectively. Power sales fluctuate each period based on power and bitcoin prices which are both volatile.

Equity in (losses) income of equity investees

Equity in losses of equity investees totaled $1.5 million for the three months ended September 30, 2025 compared to income of $0.8 million for the three months ended September 30, 2024. Equity in losses of equity investees consists of our 49% share in the earnings (losses) generated by our three partially-owned mining sites, and the accretion of the basis differences in our investments in the equity investees that resulted from contributions of miners during the year ended December 31, 2022. We are accreting these basis differences over the five-year useful life of the miners.

Unrealized (losses) gains on fair value of bitcoin

Unrealized gains on fair value of bitcoin totaled $0.1 million for the three months ended September 30, 2025, compared to losses of $22.2 million for the three months ended September 30, 2024. Unrealized (losses) gains on fair value of bitcoin is driven by the cost of bitcoin mined compared to the price of bitcoin at the end of the period. The current quarter’s ending bitcoin price was consistent with the average price over the period.

Realized (losses) gains on sale of bitcoin

Realized gains on sale of bitcoin totaled $7.5 million for the three months ended September 30, 2025 compared to $20.2 million for the three months ended September 30, 2024. Realized gains and losses on sale of bitcoin is a result of selling bitcoin at prices different from the cost basis.

Other income

Other income totaled $34.0 million for the three months ended September 30, 2025, compared to Other income of $0.8 million for three months ended September 30, 2024. The balance in the current quarter is primarily related to the gain on the mark to market of our Warrant liability.

Benefit for income taxes

For the three months ended September 30, 2025, we recorded a benefit for income taxes of $0.3 million primarily driven by net losses in the current period. For the three months ended September 30, 2024, we recorded a benefit for income taxes of $3.8 million.

Comparative Results for the Nine Months Ended September 30, 2025 and 2024

Revenue

Revenue for the nine months ended September 30, 2025 was $164.2 million, compared to $109.0 million for the nine months ended September 30, 2024, and was generated from bitcoin mining operations at the Odessa and Black Pearl Facilities. The increase year over year was primarily driven by an increase in the average bitcoin price in the current year, partially offset by a decrease in the amount of bitcoin mined as a result of the bitcoin halving in April 2024.

Cost of revenue

Cost of revenue for the nine months ended September 30, 2025 was $57.0 million, compared with $44.2 million for the nine months ended September 30, 2024, and consisted primarily of power costs at our data centers. The increase is primarily due to increased power costs at the Black Pearl Facility which commenced mining operations in July 2025.

Compensation and benefits

Compensation and benefits for the nine months ended September 30, 2025 was $44.4 million, consistent with $44.1 million for the nine months ended September 30, 2024.

General and administrative

General and administrative expenses for the nine months ended September 30, 2025 was $26.2 million, an increase of $2.8 million compared to $23.4 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in legal fees related to strategic initiatives.

Depreciation and amortization

Depreciation and amortization for the nine months ended September 30, 2025 was $147.1 million, an increase of $81.0 million compared to Depreciation and amortization of $66.1 million for the nine months ended September 30, 2024. The increase was primarily due to increased miners, and mining equipment at the Odessa Facility as a result of the Odessa fleet upgrade in the fourth quarter of 2024, increased fixed assets placed into service as a result of the Black Pearl Facility commencing operations in July 2025, and the change in the estimated useful life of our miners from five years to three years as of June 1, 2024.

Change in fair value of derivative asset

Change in fair value of derivative asset was a $17.2 million decrease for the nine months ended September 30, 2025 and was driven by the fair value of the Luminant Power Agreement. The estimated fair value of our derivative asset was derived from Level 2 and Level 3 inputs, and, due to a lack of quoted prices for similar type assets, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years.

Power sales

At our Odessa Facility, we sell excess electricity that was available under the Luminant Power Agreement, but not needed in our mining operations, back to the ERCOT market through Luminant. We sold power for proceeds of $4.7

million and $3.7 million for the nine months ended September 30, 2025, and 2024, respectively. Power sales fluctuate each period based on power and bitcoin prices, which are volatile.

Equity in (losses) income of equity investees

Equity in losses of equity investees totaled $8.5 million for the nine months ended September 30, 2025 compared to income of $1.0 million for the nine months ended September 30, 2024. Equity in losses of equity investees consists of our 49% share in the earnings (losses) generated by our three partially-owned mining sites, and the accretion of the basis differences in our investments in the equity investees that resulted from contributions of miners during the year ended December 31, 2022. We are accreting these basis differences over the five-year useful life of the miners. For the nine months ended September 30, 2025, we recognized roughly $4.0 million as our 49% share of a one-time impairment charge on the miners of Alborz LLC, net of accretion.

Unrealized (losses) gains on fair value of bitcoin

Unrealized losses on fair value of bitcoin totaled $2.9 million for the nine months ended September 30, 2025, compared to Unrealized losses on fair value of bitcoin of $2.8 million for the nine months ended September 30, 2024. Unrealized (losses) gains on fair value of bitcoin is driven by the cost of bitcoin mined compared to the price of bitcoin at the end of the period.

Realized gains on sale of bitcoin

Realized gains on sale of bitcoin totaled $16.1 million for the nine months ended September 30, 2025 compared to $25.1 million in the prior year period. In both periods, this is driven by selling bitcoin above our cost basis.

Other expense (income)

Other expense totaled $33.7 million for the nine months ended September 30, 2025, compared to $0.9 million of Other income for the nine months ended September 30, 2024. The increase of Other expense in the current year is driven primarily from the mark to market on our Warrant liability in the current period.

Income tax benefit (expense)

For the nine months ended September 30, 2025, we recorded a provision for income taxes of $0.8 million as a result of projected income for the current year in the jurisdictions which we operate. For the nine months ended September 30, 2024, we recorded a provision for income taxes of $2.3 million.

Liquidity and Capital Resources

We had cash used in operations of $153.5 million for the nine months ended September 30, 2025. As of September 30, 2025, we had cash and cash equivalents of $1,207.4 million, total stockholders’ equity of $783.2 million and an accumulated deficit of $269.5 million. We fund operations primarily through a combination of at-the-market stock issuances, short-term and long-term financing arrangements, and bitcoin sales.

We have established an at-the-market sales agreement with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC, Compass Point Research & Trading, LLC, Keefe, Bruyette & Woods, Inc., Virtu Americas LLC, and BTIG, LLC (each, an “Agent” and, together, the “Agents”), pursuant to which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $725.7 million. For the three months ended September 30, 2025, we received net proceeds on sales of 6.0 million shares of common stock under the Amended and Restated Sales Agreement of approximately $31.7 million (net of commissions and expenses) at an average net selling price of $5.29 per share. For more information on our at-the-market sales agreement and our at-the-market offerings, see Note 15. Stockholders’ Equity.

We have a master loan agreement with Coinbase Credit, Inc., as lender, and Coinbase, Inc., as lending service provider. Pursuant to the master loan agreement, we currently have a secured line of credit up to $25.0 million (the “Coinbase Overnight Credit Facility”). We will not incur commitment fees for unused portions of the Coinbase Overnight Credit Facility. The borrowing rate on amounts drawn against the Coinbase Overnight Credit Facility is determined on the basis of the Federal Funds Target Rate - Upper Bound, plus 2.5%, calculated daily based on a 365-day year and payable monthly for the duration of the loan. Borrowings under the Coinbase Overnight Credit Facility are available on demand,

open term, and collateralized by bitcoin transferred to the lending service provider’s platform. As of September 30, 2025 we had nothing drawn on the Coinbase Overnight Credit Facility.

We enter into agreements with Luxor Technology Corporation (“Luxor”) when needed to borrow bitcoin for short-term periods, which we are able to use as a source of short-term financing.

On May 22, 2025, we issued $172.5 million 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 September 30, 2025, we issued an aggregate principal amount of $1,300 million of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes” and together with the 2030 Convertible Notes, the “Convertible Notes”)). With the net proceeds of the 2031 Convertible Notes, we funded capped call transactions which are generally expected to reduce the potential dilution of the Company’s common stock that will initially underlie the 2031 Convertible Notes, and expect to use the remaining proceeds to finance a portion of the construction at the Company’s Barber Lake facility, accelerate the build-out of its high-performance computing strategy, continue to develop its sites, and forgeneral corporate purposes.

For more information on our 2030 Convertible Notes and 2031 Convertible Notes, see Note 14. Debt.

Management believes that our existing financial resources, combined with projected cash and bitcoin inflows from our data centers, our intent and ability to sell bitcoin received or earned, and our intent and ability to sell common stock through at-the-market offerings will be sufficient to enable us to meet our operating and capital requirements for at least 12 months from the date the condensed consolidated financial statements included in this Quarterly Report are issued and the foreseeable future.

Cash Flows

The following table summarizes our sources and uses of cash for the periods indicated (in thousands):


	Nine months ended September 30,
	2025		2024
Net cash used in operating activities	$	(153,506)	$	(58,533)
Net cash used in investing activities	(131,454)		(195,147)
Net cash provided by financing activities	1,486,202		207,309
Net increase (decrease) in cash and cash equivalents	$	1,201,242	$	(46,371)

Operating Activities

Net cash used in operating activities increased by $95.0 million to $153.5 million for the nine months ended September 30, 2025 from $58.5 million for the nine months ended September 30, 2024. We incurred a net loss of $88.0 million for the nine months ended September 30, 2025, compared to a net loss of $62.1 million for the nine months ended September 30, 2024, representing an increase of $25.9 million. Cash flows used in operating activities was impacted by a $4.1 million increase in non-cash items, primarily driven by an $80.8 million increase in depreciation, an increase of $9.5 million in equity in losses of equity investees, partially offset by an increase of $54.7 million in non-cash consideration received for services and a decrease of $31.6 million in the change in fair value of our warrants. Additionally, changes in assets and liabilities resulted in an increase in cash used of $65.0 million between the nine months ended September 30, 2025 and 2024.

Investing Activities

Cash used in investing activities decreased by $63.7 million to $131.5 million of net cash used in investing activities for the nine months ended September 30, 2025 compared to $195.1 million of net cash used in investing activities for the nine months ended September 30, 2024. This change primarily related to a decrease of $134.3 million in deposits related to new miner purchases, an increase of $70.4 million in proceeds from sale of bitcoin, offset by an increase of $169.7 million increase in purchases of Property and equipment related to building out the Black Pearl facility and new miner purchases.

Financing Activities

Cash flows provided by financing activities increased by $1,278.9 million to $1,486.2 million net cash provided by financing activities for the nine months ended September 30, 2025 from $207.3 million net cash provided by financing activities for the nine months ended September 30, 2024. This change was primarily driven by a $50.0 million increase in proceeds from treasury stock reissued for PIPE investment and a $1,437.4 million increase in proceeds from issuance of convertible notes, net of issuance costs, partially offset by a $106.3 million decrease in proceeds from the issuance of common stock during the nine months ended September 30, 2025.

Contractual Obligations and Other Commitments

On December 17, 2021, we entered into a lease agreement for office space, amended in the second quarter of 2024, with a term through May 2029. Monthly rent payments associated with the amended lease are approximately $0.2 million.

We also entered into a series of agreements with affiliates of Luminant ET Services Company LLC (“Luminant”), including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). The Luminant Lease Agreement leases a plot of land to us where our data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) have been set up for our Odessa Facility. We entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support our planned operations. Management determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values.

Our management determined that the Combined Luminant Lease Agreement contains two lease components; and the components should be accounted for together as a single lease component, because the effect of accounting for the land lease separately would be insignificant.

The Combined Luminant Lease Agreement commenced on November 22, 2022 and has an initial term of five years, with renewal provisions that are aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates. Despite lease commencement in November 2022, we had not been required by Luminant to make any lease payments for the substation prior to July 2023, therefore we accrued amounts due under the Combined Luminant Lease Agreement in accrued expenses and other current liabilities on its condensed consolidated balance sheet.

On August 23, 2023, we entered into a second amendment of the Luminant Lease Agreement, the terms of which included an amended payment schedule, reflecting monthly installments of principal and interest totaling $19.7 million on an undiscounted basis, due over the remaining four-year period starting in July 2023. This amendment did not have a material impact on our condensed consolidated financial statements.

Non-GAAP Financial Measures

We are providing supplemental financial measures for Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case that exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors by excluding certain items that vary in our industry based on company policy.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our condensed consolidated financial statements included elsewhere in this Quarterly Report, which have been prepared in accordance with GAAP. We rely primarily on such condensed consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

The following is a reconciliation of our Adjusted Earnings (loss) to the most directly comparable GAAP measure for the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Reconciliation of Adjusted Earnings:
Net loss	$	(3,283)	$	(86,754)	$	(88,039)	$	(62,145)
Change in fair value of power purchase agreement	9,030		48,520		17,180		19,181
Share-based compensation expense	9,074		10,211		28,736		31,865
Depreciation and amortization	59,549		28,636		147,102		66,131
Deferred income tax (benefit) expense	464		(4,013)		(399)		1,358
Other (losses) gains - nonrecurring	(2,246)		—		4,049		—
Change in fair value of warrant liability	(31,860)		—		(31,860)		(250)
Adjusted earnings (loss)	$	40,728	$	(3,400)	$	76,769	$	56,140

The following is a reconciliation of our Adjusted Earnings (loss) per share - diluted to the most directly comparable GAAP measure for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Reconciliation of Adjusted Earnings per share - diluted:
Net loss per share - diluted	$	(0.01)	$	(0.26)	$	(0.23)	$	(0.20)
Change in fair value of power purchase agreement per diluted share	0.03		0.14		0.03		0.07
Share-based compensation expense per diluted share	0.02		0.03		0.08		0.10
Depreciation and amortization per diluted share	0.15		0.09		0.39		0.21
Deferred income tax (benefit) expense per diluted share	—		(0.01)		—		—
Other (losses) gains - nonrecurring per diluted share	(0.01)		—		0.01		—
Change in fair value of warrant liability per diluted share	(0.08)		—		(0.08)		—
Adjusted earnings (loss) per diluted share	$	0.10	$	(0.01)	$	0.20	$	0.18

Critical Accounting Policies, and Use of Estimates

For a description of our policies regarding our critical accounting estimates, see "Critical Accounting Policies and Estimates" of Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K. As of September 30, 2025, there were no significant changes in our critical accounting policies and estimates or the application or the results of the application of those policies to our unaudited condensed consolidated financial statements from those previously disclosed in our 2024 Form 10-K.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements applicable to us, adopted and not yet adopted as of the date of this report, is included in Note 2 to our unaudited condensed consolidated financial statements located in “Part I - Financial Information, Item 1. Financial Statements” in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The following discussion of our market risks involves forward-looking statements. Actual results could differ materially from those projected in our forward-looking statements. For more information regarding the forward-looking statements used in this section and elsewhere in this Quarterly Report, see the Cautionary Note Regarding Forward-Looking Statements at the forepart of this Quarterly Report.

Our primary market risks are described below. We use various strategies to manage these risks; however, they may still from time to time impact our condensed consolidated financial statements.

Bitcoin Price Risk

We hold bitcoin on our inventory at fair value, and as such we are exposed to the impact of the change in bitcoin price. As of September 30, 2025, we had 1,493 bitcoin in inventory. A 10% decrease in the price of bitcoin would result in an estimated $17.0 million increase in Net loss for the nine months ended September 30, 2025.

Power Price Risk

The estimated fair value of our Derivative asset related to our power purchase agreement is derived from Level 2 and Level 3 inputs. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity. A 10% decrease in power prices would result in an estimated $13.1 million decrease in the estimated fair value of the Derivative asset and increase in Net loss for the nine months ended September 30, 2025.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures”, as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2025, the end of the period covered by this Quarterly Report. This evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025.

Remediation of Material Weakness

As noted in the 2024 Form 10-K, during management’s assessment of internal controls over financial reporting, a material weakness was identified related to certain Information Technology General Controls (“ITGCs”) over change management controls.

As management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, we understand the importance of developing a resolution plan aligned with management and overseen by the Audit Committee of our Board of Directors.

Since the material weakness related to certain ITGCs over change management controls and lack of related compensating automated process-level and manual controls was identified, management began implementing and has continued to implement and refine measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. During the three months ended September 30, 2025, management continued implementing its enhanced program change management controls for certain

systems impacting the Company’s processes around revenue recognition and design of manual key reconciliation processes. The Company continued to make progress but work still remains to ensure reliability of such controls. Our plan continues to include the following, and management will continue to assess additional opportunities for remediation on an ongoing basis:

•Continue advancing our remediation efforts by devoting resources throughout 2025 to key areas of financial reporting and information technology.

•Maintain our engagement with advisory firms to support the evaluation and enhancement of the Company’s controls related to the material weakness described above.

•Further implement and refine processes and controls and engage external resources as needed to ensure that controls are appropriately designed, implemented, and operating effectively.

We recognize that the material weakness in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. Because our remediation efforts involve our outsourced service providers, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

We continue to evaluate and work to improve our internal control over financial reporting related to the identified material weakness and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. In addition, we report the progress and status of the above remediation efforts to the Audit Committee on a periodic basis.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. There have been no material changes to such proceedings previously disclosed in our 2024 Form 10-K.

Item 1A. Risk Factors.

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to the risk factors as previously disclosed in Part I, Item 1A, “Risk Factors” of our 2024 Form 10-K, which is incorporated herein by reference. Other than the additional risk factors herein, there have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K.

Risks Relating to Our Business

If we are unable to complete the construction of our Barber Lake Facility in a timely manner or within our anticipated cost estimates, our business and results of operations could be adversely affected.

Our business depends upon the construction of our Barber Lake Facility. Until we complete construction of all of the facilities that are required by the Fluidstack Lease, we will not realize the full amount of projected revenue from such lease. We cannot guarantee we will complete construction (or any future strategic growth initiatives) on time or within our cost estimates, if at all, due in part to the ongoing challenges to the global supply chain, the implementation of new tariffs and more restrictive trade policies, increased inflation and changing conditions within the United States labor market. Under certain circumstances, our lessee will have the right to terminate the lease if there are significant delays in the completion of construction, subject to extension for force majeure events. If we experience delays in the construction process or are unable to complete construction within our anticipated costs estimates, we may not generate sufficient revenues to fund our liquidity needs, including payment of principal and interest on the notes.

Our business is exposed to construction risks.

Construction of our Barber Lake Facility exposes us to significant construction risks, including risks related to: construction delays; lack of availability of parts and/or labor, increased prices as a result, in part, of inflation, and delays for data center equipment; labor disputes and work stoppages, including interruptions in work due to pandemics, epidemics, and other health risks; unanticipated environmental issues and geological problems; delays related to permitting and approvals to commence operations from public agencies and utility companies; and delays in site readiness leading to our failure to meet commitments made in connection with such expansion. All construction-related projects depend on the skill, experience, and attentiveness of our personnel throughout the design and construction process. Should a designer, general contractor, significant subcontractor or key supplier experience financial difficulties or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.

If we are unable to overcome these risks and additional pressures to complete our construction projects in a timely manner, if at all, we may not realize their anticipated benefits, and our business and financial condition may suffer as a result.

The Google Backstop will only be effective after rent commencement under the Fluidstack Lease and is only triggered by certain events of default under the Fluidstack Lease.

Google’s backstop of Fluidstack’s obligations under the Fluidstack Lease is only effective following the rent commencement date of the Fluidstack Lease. If the Fluidstack Lease does not commence as of its targeted rent commencement date, then the Google Backstop will not become effective until the completion of the Barber Lake Facility. If completion of the Barber Lake Facility is delayed by greater than 180 days, or greater than 300 days in the case of a force majeure event, as may be extended for tenant delay, Fluidstack will have the right to terminate the Fluidstack Lease. Such termination event would not trigger the Google Backstop. In addition, the Google Backstop is only triggered upon a payment or insolvency event of default under the Fluidstack Lease. While unlikely to occur, there are other events of default or termination events that may result in the termination of the Fluidstack Lease without triggering the Google

Backstop. In addition, if we have a disagreement with Google about whether the Google Backstop has been triggered, there can be no assurance that Google will honor the Google Backstop in a timely manner or at all.

Our HPC business strategy may not perform as planned.

We believe the potential for HPC hosting complements our current business model with expected stable, long-term and high margin revenue. However, the success of our HPC hosting services may not develop as anticipated, and may be affected by factors such as the reliability and timing of power supply, supply chain disruption (including local labor availability), the implementation of new tariffs and more restrictive trade regulations and changes in in-house specialized expertise to manage the business. A failure to successfully implement our HPC business strategy may adversely affect our business, prospects, or operations.

We may be unable to access sufficient additional capital for future strategic growth initiatives.

The expansion of our existing mining facilities and our digital infrastructure to support HPC hosting and colocation are capital-intensive projects, and we anticipate that future strategic growth initiatives will likewise continue to be capital-intensive. We expect to raise additional capital to fund these and other future strategic growth initiatives; however, we may be unable to do so in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all. If we are unable to raise the additional capital needed to execute our future strategic growth initiatives, we may be less competitive in our industry and the results of our operations and financial condition may suffer, and the market price for our securities may be materially and adversely affected.

Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions.

There have been, and continue to be, uncertainties with respect to the global economy and trade relations between the U.S. and other countries globally, including trade policies, treaties, tariffs, and customs duties and taxes. Implementation of more restrictive trade policies or the renegotiation of existing U.S. trade agreements or trade agreements of other countries where we procure supplies and materials for our digital infrastructure could negatively impact our business results of operations, cash flows, and financial condition. Tariffs, sanctions and other barriers to trade could adversely affect the business of our business partners, such as suppliers, which could in turn negatively impact our net revenue and results of operations. If tariffs, trade restrictions or trade barriers are expanded or increased, then our exposure to future taxes and duties on imported products and components could be significant and could have a material effect on our financial results.

We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import of goods and services in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our HPC data centers, our costs, our business partners, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results, and financial condition.

We may be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.

Any power outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results of operations.

We rely on third parties, third party infrastructure, governments, and global supplies to provide a sufficient amount of power to maintain our HPC data center operations to meet the needs of our current and future HPC hosting and colocation tenants. Any limitation on the delivered energy supply could limit our ability to operate our HPC data centers. These limitations could have a negative impact on the Barber Lake Facility or limit our ability to grow our business, which could negatively affect our financial performance and results of operations. Each new HPC data center requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain sufficient power capacity for potential expansion sites or existing markets. Utility companies may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future data center designs.

We depend on tenants for our HPC data centers.

Many factors, including global economic conditions, may cause current HPC data center tenants like Fluidstack or future tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and impact our estimates as to the probability of collectability of payments, and ultimately result in their failure to make timely rental and other payments or their default under their agreements with us. Further, the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center tenants’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy. If a tenant defaults or fails to make timely rent or other payments (notwithstanding the Google Backstop with respect to the Fluidstack Lease), we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations.

If a tenant becomes a debtor in a case under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might authorize the tenant to reject and terminate its contracts with us. Our claim against the tenant for unpaid, future rent and other payments would be subject to a statutory cap that might be substantially less than the remaining amounts actually owed under their agreements with us. In either case, our claim for unpaid rent and other amounts would likely not be paid in full. Our revenue could be materially adversely affected if a significant tenant were to become bankrupt or insolvent, suffer a downturn in its businesses, fail to renew its contract or renew on terms less favorable to us than its current terms.

Our contracts with HPC data center tenants could subject us to significant liability.

In the ordinary course of business, we aim to continuously enter into agreements with tenants pursuant to which we provide data center space, power, environmental controls, physical security and connectivity products to our HPC hosting and colocation tenants. These contracts typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or our subcontractors or from third-party claims. HPC data center tenants increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers and we may not be able to limit our liability or damages in an event of loss suffered by such tenants whether as a result of our breach of an agreement or otherwise. If such an event of loss occurred, we could be liable for material monetary damages and could incur significant legal fees in defending against such an action, which could adversely affect our financial condition and results of operations.

We may also develop space specifically for HPC data center tenants pursuant to agreements signed prior to beginning or early in the development process. In those cases, if we fail to meet our development obligations under those agreements, these tenants may be able to terminate their agreements and we would be required to find a new tenant for this space. In addition, in certain circumstances we may lease HPC data center facilities prior to their completion. If we fail to complete the facilities in a timely manner, the tenant may be entitled to terminate its agreement, seek damages or penalties against us or pursue other remedies and we may be required to find a new tenant for the space. If we are not able to complete an HPC data center in a timely manner, if development costs are higher than we currently estimate, our financial condition, results of operations and cash flow could be materially adversely affected.

Additionally, a tenant’s decision to lease space and power in our HPC data center typically involves a significant commitment of resources and due diligence on the part of our tenants regarding the adequacy of our facilities. As a result, we may expend significant time and resources in pursuing a particular transaction that may not result in revenue. Economic conditions, including market downturns and the implementation of new tariffs and more restrictive trade regulations may impact tenants’ ability to plan future business activities, which could cause tenants to slow spending or delay decision-making. Our inability to adequately manage the risks associated with these developments may adversely affect our business, financial condition and results of operations.

The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results.

The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities such as those we are building at the Barber Lake Facility. New advancements in AI models could also alter the way data centers are currently designed and utilized and may adversely affect our business and results of operations.

Risks Related to our Convertible Notes

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Convertible Notes.

We incurred 172.5 million of additional indebtedness as a result of the 2030 Convertible Notes offering completed in May 2025 and $1,300.0 million principal amount of additional indebtedness as a result of the 2031 Convertible Notes offering completed in September 2025. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry conditions;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our business;

•diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Convertible Notes; and

•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the Convertible Notes, and our cash needs may increase in the future. In addition, future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.

We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change or on a specified optional repurchase date or to pay any cash amounts due upon maturity or conversion of the Convertible Notes, and our other indebtedness may limit our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion.

Holders of the Convertible Notes may, subject to limited exceptions, require us to repurchase their Convertible Notes on May 15, 2028 (for the 2030 Convertible Notes) and on October 1, 2029 (for the 2031 Convertible Notes), and following a fundamental change, at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any. Upon maturity of the Convertible Notes, we must pay their principal amount and accrued and unpaid special interest and additional interest, if any, in cash, unless they have been previously repurchased, redeemed or converted.

In addition, prior to the “reserved share effective date”, upon conversion, we will satisfy all of our conversion obligation in cash, subject to the “share settlement election exception”, and on or after the “reserved share effective date”, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock.

We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and the agreements that we may have in the future governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase Convertible Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a

default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes.

Provisions in the Convertible Notes indentures could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Convertible Notes and related indentures could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of such notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, (i) if the conversion date for such conversion is before the “reserved share effective date ”, we will settle all of our conversion obligation through the payment of cash, subject to the “share settlement election exception”, and (ii) if the conversion date for such conversion is on or after the “reserved share effective date,” we may elect to settle all or a portion of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.

The accounting method for the Convertible Notes may adversely affect our reported earnings and financial condition.

The issuance costs for the Convertible Notes are treated as a debt discount for accounting purposes and will be amortized into interest expense over the term of the Convertible Notes. As a result of this amortization, the interest expense that we expect to recognize for the Convertible Notes for accounting purposes will be greater than the cash special interest or additional interest payments, if any, we will pay on the Convertible Notes, which will result in lower reported income.

Furthermore, if any of the conditions to the convertibility of the Convertible Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no investors convert their Convertible Notes and could materially reduce our reported working capital.

The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders and could depress the trading price of our common stock.

Upon conversion of the Convertible Notes being offered in the 2030 Convertible Notes offering or the 2031 Convertible Notes offering, we will satisfy part or all of our conversion obligations in shares of our common stock, unless we elect to settle conversions solely in cash. The issuance of shares of our common stock upon conversion of the Convertible Notes will dilute the ownership interests of our stockholders, which could depress the trading price of our common stock. In addition, the market’s expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual conversions. Moreover, the expectation of conversions could encourage the short selling of our common stock, which could place further downward pressure on the trading price of our common stock.

The capped call transactions may affect the value of the 2031 Convertible Notes and the market price of our common stock.

In connection with the issuance of the 2031 Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions (collectively, the “option counterparties”). The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2031 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2031 Convertible Notes, with such reduction and/or offset subject to a cap. In connection with establishing their initial

hedges of the capped call transactions, the option counterparties entered into various derivative transactions, which may be exited in the future.We are subject to counterparty risk with respect to the capped call transactions and these capped call transactions may not operate as planned.

The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the capped call transactions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution, the effect of which would not be compensated for, than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.

In addition, the terms of the capped call transactions are complex, and they may not operate as planned. For example, the terms of these may be subject to adjustment, modification or, in some cases, renegotiation in the event of certain corporate and other transactions. Accordingly, the capped call transactions may not operate as we intend in the event that we are required to adjust the terms of such instruments as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the functioning of the capped call transactions.

The capped call transactions are separate transactions (in each case entered into between us and the option counterparties), are not part of the terms of the 2031 Convertible Notes and will not change the holders’ rights under the 2031 Convertible Notes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

Amended and Restated Bylaws

On October 30, 2025, the Board of Directors approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to, among other things, align the Company’s bylaws with developments in Delaware law, update procedures relating to meetings of the Board of Directors and meetings of stockholders and revise the advance notice provisions for director nominations and proposals for other business, including to address matters related to Rule 14a-19 under the Exchange Act. The Bylaws also implement certain ministerial and conforming changes. The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.3 hereto.

Special Meeting of Stockholders Results

On October 30, 2025, the Company held its 2025 Special Meeting of Stockholders (the “Special Meeting”). A total of 264,666,601 shares of the Company’s common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 67.29% percent of the Company’s outstanding common stock as of the September 12, 2025 record date. The following are the voting results for the proposal considered and voted upon at the meeting, which was described in the Company’s Definitive Proxy Statement filed with the SEC on October 6, 2025.

Proposal No. 1 - Amendment of the Company’s Second Amended and Restated Certificate of Incorporation

The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance from 500,000,000 shares to 1,000,000,000 shares by the following votes:



Votes FOR	Votes AGAINST	Votes ABSTAINED
250,120,890	5,106,035	9,439,676

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

None.

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 September 30, 2025, 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 Securities Exchange Act of 1934, as amended (each such plan, a “Rule 10b5-1 Plan”), as described below. On August 11, 2025, Tyler Page, Chief Executive Officer, amended his Rule 10b5-1 Plan, which he previously adopted on March 14, 2025. As amended, the Rule 10b5-1 trading arrangement covers the sale of up to 900,000 shares of our common stock until November 13, 2025.

No other directors or “officers” (as defined in Section 16a-1(f) of the Securities Exchange Act of 1934, as amended) 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 September 30, 2025.

Item 6. Exhibits.

Incorporated by Reference

Filed/

Furnished

Herewith

Exhibit

Number

Exhibit Description

From

File No

Exhibit

Filing

Date

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

Second Amended and Restated Certificate of Incorporation of Cipher Mining Inc.

8-K

001-39625

3.1

8/31/21

3.2

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation o f Cipher Mining Inc .

3.3

Amended and Restated Bylaws of Cipher Mining Inc.

4.1

Specimen Warrant Certificate of Good Works Acquisition Corp.

S-1/A

333-248333

4.3

10/9/20

4.2

Warrant Agreement, dated as of October 19, 2020, by and between Continental Stock Transfer & Trust Company and Good Works Acquisition Corp.

8-K

001-39625

4.1

10/28/20

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

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

4.8

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

10.1†^

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

10.2

F orm of c onfirmation for the Capped Call Transactions .

8-K

001-39625

10.1

9/30/25

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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CIPHER MINING INC.

Date: November 3, 2025	By:	/s/ Tyler Page
		Tyler Page
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 3, 2025	By:	/s/ Gregory Mumford
		Gregory Mumford
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
9/24/2025	$24.00	Buy	Arete
9/15/2025		Buy	Compass Point
3/13/2025		Overweight → Neutral	Analyst
3/7/2025	$6.50	Buy	Rosenblatt
1/8/2025		Outperform	Keefe Bruyette
12/10/2024	$8.00	Neutral → Overweight	Analyst
9/25/2024	$6.00	Outperform	Northland Capital
9/25/2024	$6.00	Outperform	Macquarie

SEC Form 10-Q filed by Cipher Mining Inc.

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